Common use of Excess Cash Flow Offer Clause in Contracts

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries, the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 20082009, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 505% of Excess Cash Flow of such any New Parent and its Restricted Subsidiaries, the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases, purchases by tender offer in compliance with Regulation 14D of the Exchange Act and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 20082009, the Issuers will send a written notice to each Holder and the Trustee describing the offer to repurchase Notes with 5% of Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 hereof and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market market, repurchased in a tender offer in compliance with Regulation 14D of the Exchange Act or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum amounts of $2,000 and integral multiples of $1,000 will be purchased). If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries, the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 20082009, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 505% of Excess Cash Flow of such any New Parent and its Restricted Subsidiaries, the Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases, purchases by tender offer in compliance with Regulation 14D of the Exchange Act and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 20082009, the Issuers will send a written notice to each Holder and the Trustee describing the offer to repurchase Notes with 5% of Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 hereof and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.Cash

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries At or the Company and its Restricted Subsidiaries has prior to each Excess Cash Flow Offer Trigger Date, the Company will calculate the amount of Excess Cash Flow and the Excess Cash Flow Offer Amount for the Excess Cash Flow Period with respect to such Excess Cash Flow Offer Trigger Date. If the Consolidated Secured Debt Ratio on such Excess Cash Flow Offer Trigger Date exceeds the Secured Leverage Threshold, unless the Company has exercised its right to redeem all the Notes as described under Section 3.07, the Company will make an offer to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Cash Flow Offer Amount (each, an “Excess Cash Flow Offer”). (b) For any fiscal year commencing Excess Cash Flow Period with respect to which the fiscal year ending December 31Company is required to make an Excess Cash Flow Offer, 2008within 15 days after the relevant Excess Cash Flow Offer Trigger Date, the Company will provide a notice setting forth the Excess Cash Flow Offer to each Holder will have at the address appearing in the security register, with a copy to the Trustee, stating: (1) that an Excess Cash Flow Offer is being made, the maximum aggregate principal amount of Notes that the Company may be required to purchase in such offer, and that such Holder has the right to require the Issuers Company to repurchase all or any part of that Holder’s purchase such Holders' Notes (in minimum amounts of $2,000 and integral multiples of $1,000subject to proration) at a purchase price in cash equal to 101100% of the principal amount of the such Notes repurchased, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights right of Holders of Notes record on a record date to receive interest on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the payment date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow OfferPayment”); (2) and offering to purchase Notes on the repurchase date specified in the notice, (which date will shall be no earlier than 30 20 business days after such notice is provided and no later than 60 days from the date such notice is sent. The Issuers will be provided, pursuant to the procedures required to purchase Notes validly tendered by the Indenture and described in response to an such notice (the “Excess Cash Flow Offer in accordance Payment Date”); and (3) the procedures determined by the Company, consistent with the procedures set forth Indenture, that a Holder must follow in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required order to make an Excess Cash Flow Offer if have its Notes repurchased. (c) On the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow OfferPayment Date, the Issuers shall be entitled Company will, to reduce the applicable amount of extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer (subject to proration); (2) deposit with the “Paying Agent an amount equal to the Excess Cash Flow Offer Amount”Payment in respect of all Notes or portions of Notes so accepted for payment; and (3) with respect thereto deliver or cause to be delivered by the aggregate repurchase price of any Trustee the Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If so accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) If the aggregate purchase price of the Notes tendered pursuant to an in connection with any Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase purchased on a pro rata basisbasis but in denominations of $1,000 principal amount and in multiples thereof. If the aggregate repurchase purchase price of the Notes tendered pursuant to an in connection with any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Amount allotted to their purchase, the Company shall be permitted to use the portion of the Excess Cash Flow Amount that is not applied to the purchase of Notes in connection with such Excess Cash Flow Offer Amount, for general corporate purposes or for any other purposes not prohibited by the Issuers may, subject Indenture. (e) 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 other provisions extent such laws and regulations are applicable in connection with the repurchase of this Indenture, use any such Notes pursuant to an Excess Cash Flow for Offer. To the extent the provisions of any purpose securities laws or regulations conflict with the foregoing provisions, the Company shall comply with the applicable securities laws and regulations and shall not otherwise prohibited by this Indenturebe deemed to have breached its obligations under the foregoing provisions.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or Within 90 days after the end of each fiscal year of the Company and its Restricted Subsidiaries has (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 million, the Company must offer (the "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for any such fiscal year commencing with the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchasedto be purchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of such purchase (subject to such amount, the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of "Excess Cash Flow of Offer Amount", and such New Parent and its Restricted Subsidiaries or date, the Company and its Restricted Subsidiaries"Excess Cash Flow Offer Purchase Date"); provided, in each case, on a consolidated basis for such fiscal year (less that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of any Notes purchased in open market purchases and any redemptions of Notes pursuant during the period ending one day prior to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the “"Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such . Upon receiving notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for such relevant fiscal year is less than $5.0 millioncash. With respect to each If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent Company may use such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will 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 offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. 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 Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing Commencing with the fiscal year period beginning on the Issue Date and ending December 31, 20082005, and for each Holder will have 12-month period ended December 31 thereafter until the right Maturity Date (each such December 31 on which Excess Cash exists, an “Excess Cash Flow Offer Trigger Date”), the Issuer shall make an offer (an “Excess Cash Flow Offer”) to require all Holders to purchase the Issuers to repurchase all or any part maximum principal amount of Securities that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) may be purchased using the Excess Cash for such period at a purchase price in cash equal to 101100% of the principal amount of the Notes repurchased, Securities to be purchased plus any accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”). (b) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Each Excess Cash Flow Offer shall be mailed to the record Holders as shown on the register of Holders within 120 days following the end of the applicable period, with a copy to the Trustee. The notice, which shall govern the terms of the Net Proceeds Offer, shall state (1) that the Excess Cash Flow Offer is being made pursuant to this Section 4.23; (2) the Excess Cash Flow Offer Amount and the date on which payment in respect of the Excess Cash Flow Offer will be made by the Issuer (the “Excess Cash Flow Offer Payment Date”), which shall be not less than 30 and not more than 150 days after such Excess Cash Flow Offer Trigger Date; (3) that any Securities not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Issuer defaults in making such payment, any Securities accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrete or accrue interest after the Excess Cash Flow Offer Payment Date; (5) that Holders electing to have a Security purchased pursuant to the Excess Cash Flow Offer may only elect to have all of such Security purchased and may not elect to have only a portion of such Security purchased; (6) that Holders electing to have a Security purchased pursuant to such Excess Cash Flow Offer shall be required to surrender the Security, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Securities completed, or transfer such Security by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three Business Days before the Excess Cash Flow Offer Payment Date; (7) that Holders shall be entitled to withdraw their election if the Issuer, the depositary or the Paying Agent, as the case may be, receives, not later than the Excess Cash Flow Payment Date, a notice setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; (8) that Holders may elect to tender their Dollar Securities and Sterling Securities in whole or in part in integral multiples of $1,000 and £1,000, respectively, in exchange for cash; provided, however, that any remaining portion of (i) Dollar Securities shall be in minimum denominations of $75,000 and integral multiples of $1,000 above such amount and (ii) Sterling Securities shall be in minimum denominations of £50,000 and integral multiples of £1,000 above such amount; and (9) that to the extent Holders properly tender Securities and holders of Pari Passu Debt properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount). If , the tendered Securities and Pari Passu Debt will be purchased on a pro rata basis based on aggregate amounts of Securities and Pari Passu Debt tendered. (c) On the Excess Cash Flow Offer Payment Date, the Issuer shall, to the extent lawful, (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent U.S. Legal Tender and/or U.K. Legal Tender sufficient to pay the Excess Cash Flow Offer Amount in respect of all Securities or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes tendered pursuant to an Securities or portions thereof being repurchased by the Issuer. (d) Upon receiving notice of the Excess Cash Flow Offer exceeds Offer, Holders may elect to tender their Dollar Securities and Pound Securities in whole or in part in integral multiples of $1,000 and £1,000, respectively, in exchange for cash; provided, however, that any remaining portion of (i) Dollar Securities shall be in minimum denominations of $75,000 and integral multiples of $1,000 above such amount and (ii) Pound Securities shall be in minimum denominations of £50,000 and integral multiples of £1,000 above such amount. To the extent Holders properly tender Securities in an amount exceeding the Excess Cash Flow Offer Amount, the Trustee tendered Securities will select the Notes to be accepted for purchase purchased on a pro rata basisbasis based on aggregate amounts of Securities tendered. If the aggregate repurchase price of Notes tendered pursuant to an An Excess Cash Flow Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. For purposes of calculating the principal amount of any Indebtedness not denominated in U.S. Dollars, such Indebtedness shall be calculated by converting such principal amounts into their Dollar Equivalent determined as of a date selected by the Issuer that is less than within the applicable period of the Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this IndentureOffer.

Excess Cash Flow Offer. (a) If any To the extent that (i) availability under the New Parent Credit Facility on a pro forma basis is not less than the greater of (1) 30% of the commitments thereunder and its Restricted Subsidiaries or (2) $40.5 million, (ii) the Company and its Restricted Subsidiaries has are in pro forma compliance with the financial covenants under the New Credit Facility (assuming, for purposes of this Section 4.23(a), that such covenants are in effect at all times) and (c) if there is no default or event of default existing under the New Credit Facility, if the Company and its Subsidiaries have Excess Cash Flow for any fiscal year commencing with the fiscal year ending on or about December 31, 20082010, each Holder will have the right to require the Issuers, and the Issuers shall make an offer to such Holder (the “Excess Cash Flow Offer”), to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101100% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Special Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, Subsidiaries on a consolidated basis for such fiscal year period (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal yearperiod); provided that, notwithstanding the foregoing, in lieu of, or in combination with, the Excess Cash Flow Offer, the Issuers may repay Indebtedness outstanding under the New Credit Facility as provided in Section 4.23(b). (b) Within 90 days after the end of any fiscal year, commencing with year of the fiscal year ending December 31, 2008Company, the Issuers Issuers, subject to the conditions set forth in Section 4.23(a), will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “make an Excess Cash Flow Offer”, or, at the Issuers’ option, repay Indebtedness outstanding under the New Credit Facility (with a corresponding reduction of commitments thereunder) and offering to purchase Notes (or any combination of such repurchase or repayment), on the date specified in the noticenotice relating to such Excess Cash Flow Offer, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes Notes, or such other Indebtedness, validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 Indenture and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 1.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to may reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the relevant fiscal year in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes plus accrued and unpaid interest thereon tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered plus accrued and unpaid interest and Special Interest, if any, thereon pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. (c) Notwithstanding the foregoing, the Issuers will not be required to make an Excess Cash Flow Offer at any time following the first public offering of the Capital Stock of (i) the Company or (ii) its direct or indirect parent; provided, that within 90 days after the end of any fiscal year following such public offering, the Issuers will make an offer to repurchase Notes, or, at the Issuers’ option, repay Indebtedness outstanding under the New Credit Facility (with a corresponding reduction of commitments thereunder) (or any combination of such repurchase or repayment), in an aggregate principal amount outstanding of $7.5 million on the date specified in the notice relating to such offer. In connection with such offer, the Issuers shall otherwise comply with the procedures applicable to an Excess Cash Flow Offer. (d) The Company will comply with the requirements of Rule 14a-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with these provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under these provisions of this Indenture by virtue of such compliance.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or Within 90 days after the Company and its Restricted Subsidiaries has Excess Cash Flow for any end of each fiscal year commencing (beginning with the fiscal year ending December 31January 2, 20082005), each Holder will have the right to require the Issuers will make an offer to repurchase all or any part Holders to purchase the maximum principal amount of Notes that Holder’s Notes may be purchased with 50% of Excess Cash Flow for such fiscal year (in minimum amounts of $2,000 and integral multiples of $1,000) the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal amount of the Notes repurchasedto be purchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase)such purchase; provided, with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiarieshowever, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto Amount shall be reduced by the aggregate repurchase price principal amount of any Notes theretofore repurchased purchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (completed prior to the extent date of such amount has not previously reduced any Excess Cash Flow Offer Amount)offer. Each Excess Cash Flow offer shall remain open for a period of 20 Business Days, unless a longer period is required by law. If the aggregate principal amount of Notes tendered pursuant to an any Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for general corporate purposes. Upon receiving notice of the Excess Cash Flow offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 principal amount in exchange for cash. Any such repurchase of the Notes shall include both U.S. Notes and U.K. Notes on a pro rata basis based upon the aggregate principal amount of the Notes outstanding at the time of such repurchase, unless a Change of Control of MSXI Limited has occurred. Within 20 Business Days prior to the required purchase date, the Issuers shall mail an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow offer and will state, (1) the purchase price; (2) the purchase date, (3) that the Issuers are making an Excess Cash Flow offer; (4) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. The Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any purpose other securities laws or regulations in connection with the repurchase of the Notes pursuant to this Section 4.23. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.23, the Issuers shall comply with the applicable securities laws and regulations and shall not otherwise prohibited be deemed to have breached its obligations under this Section 4.23 by virtue thereof. Notwithstanding anything in this IndentureSection 4.23, the repurchase of the Notes by the Issuers under this Section 4.23 shall not be required if it would breach any covenant under the Credit Agreement and shall be limited to amounts as provided under the Credit Agreement.

Excess Cash Flow Offer. (a) If at any New Parent and its Restricted Subsidiaries or time the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with Amount is positive, the fiscal year ending December 31, 2008, each Holder will have the right Issuer shall make an offer to require the Issuers to repurchase all or any part holders of that Holder’s Notes (in minimum amounts an “Excess Cash Flow Offer”) to purchase the maximum principal amount of Notes that is an integral multiple of $2,000 and integral multiples 1,000 that may be purchased out of $1,000) an amount equal to twice the Excess Cash Flow Amount at a purchase an offer price in cash in an amount equal to 101% of the principal amount of the Notes repurchasedthereof, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the including an amount of any open market purchases cash equal to all accrued and any redemptions of Notes pursuant to this Indenture made during such fiscal yearunpaid PIK Interest). (b) Within 90 days after ; provided, however, that the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will Issuer shall not be required obligated to make an Excess Cash Flow Offer if until the Excess Cash Flow for such relevant fiscal year is less than Amount exceeds $5.0 5 million. With respect to each Excess Cash Flow Offer, the Issuers The Issuer shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to commence an Excess Cash Flow Offer exceeds within ten Business Days after the date that the Excess Cash Flow Amount is positive by mailing or electronically transmitting the notice required pursuant to the terms of this Indenture, with a copy to the Trustee; provided, however, that the Issuer shall not be obligated to commence an Excess Cash Flow Offer Amount, until the Trustee will select Excess Cash Flow Amount exceeds $5 million. To the Notes to be accepted for purchase on a pro rata basis. If extent that the aggregate repurchase price amount of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Amount, the Issuer may use any remaining Excess Cash Flow Amount for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds twice the amount of Excess Cash Flow Amount, the tender agent (or if none, the Trustee) shall select the Notes to be purchased in accordance with Section 4.17(d) in the case of Notes. Upon completion of any such Excess Cash Flow Offer, the Issuer shall not be required to commence another Excess Cash Flow Offer Amount, until the Issuers may, Excess Cash Flow Amount on the new determination date exceeds the Excess Cash Flow Amount that was the subject of the previously completed Excess Cash Flow Offer by at least $5 million. (b) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the other extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, use any the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (c) Not later than the date upon which written notice of an Excess Cash Flow Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as to the Excess Cash Flow Amount that is the subject of such Excess Cash Flow Offer. On such date, the Issuer shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as a Paying Agent, segregate and hold in trust) an amount equal to twice the Excess Cash Flow Amount to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment in accordance with the provisions of this Section 4.17. Upon the expiration of the period for which the Excess Cash Flow Offer remains open (the “Excess Cash Flow Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the amount irrevocably deposited by the Issuer with the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with this Section 4.17. (d) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receive not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the end of the Excess Cash Flow Offer Period more Notes are tendered pursuant to an Excess Cash Flow Offer than the Issuer is required to purchase, the principal amount of the Notes to be purchased shall be determined pro rata based on the principal amounts so tendered and the selection of the actual Notes of each series for purchase shall be made by the tender agent (or if none, the Trustee) on a pro rata basis to the extent practicable; provided, however, that no Notes of $2,000 or less shall be purchased in part. (e) Notice of an Excess Cash Flow Offer shall be mailed by first class mail, postage prepaid or electronically transmitted, at least 30 but not more than 60 days before the purchase date to each Holder at such Holder’s registered address and to the Trustee. If any purpose not otherwise prohibited by this IndentureNote is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has have Excess Cash Flow (i) for the period from the Issue Date to December 31, 2008 (the "Initial Period") and (ii) subsequent to the Initial Period, for any fiscal year commencing with the fiscal year ending on or about December 31, 20082009, each Holder will have the right to require the Issuers Company to repurchase all or any part of that Holder’s 's Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101102% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if anyinterest, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date that is on or prior to the date of repurchase), with 5075% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, Subsidiaries on a consolidated basis for such fiscal year period (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal yearperiod). (b) Within 90 days after the end of any such fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers Company will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “"Excess Cash Flow Offer”") and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers Company will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 Indenture and such notice. The Issuers Company will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 1.0 million. With respect to each Excess Cash Flow Offer, the Issuers Company shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “"Excess Cash Flow Offer Amount”") with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers Company in the relevant fiscal year in the open market or redeemed by the Issuers Company pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes plus (i) the two percent premium thereon, and (ii) accrued and unpaid interest thereon, tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered plus (i) the two percent premium thereon, and (ii) accrued and unpaid interest thereon, pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Company may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. (c) The Company will comply with the requirements of Rule 14a-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with these provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under these provisions of this Indenture by virtue of such compliance.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has First Half Excess Cash Flow Offer Amount for any fiscal year commencing is greater than zero, the Issuers shall make a pro rata offer to repurchase Notes (the "First Half Excess Cash Flow Offer") at the Excess Cash Flow Offer Price per Note in the largest principal amount that is an integral multiple of $1,000 that may be repurchased with an amount equal to the First Half Excess Cash Flow Offer Amount for such fiscal year. In addition, if the Full Fiscal Year Excess Cash Flow Offer Amount is greater than zero, the Issuers will make a pro rata offer to repurchase Notes (the "Full Fiscal Year Excess Cash Flow Offer") at the Excess Cash Flow Offer Price per Note in the largest principal amount that is an integral multiple of $1,000 that may be repurchased with an amount equal to the Full Fiscal Year Excess Cash Flow Offer Amount for such fiscal year. (b) If a First Half Excess Cash Flow Offer or Full Year Excess Cash Flow Offer is required in any fiscal year, the Issuers shall mail a notice (an "Excess Cash Flow Offer Notice") to each Holder by (i) in the case of a First Half Excess Cash Flow Offer, October 1 of such fiscal year ending December 31and (ii) in the case of a Full Fiscal Year Excess Cash Flow Offer, 2008April 1 of the subsequent fiscal year, in each Holder will have case to purchase Notes on the right applicable Excess Cash Flow Offer Date (as defined below) pursuant to require the procedures required by Section 4.25(c) and (d) hereof and described in such notice. Any Excess Cash Flow Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law. No later than five Business Days after the termination of any Excess Cash Flow Offer (an "Excess Cash Flow Offer Date"), the Issuers shall purchase, on a pro rata basis if necessary, all Notes tendered in response to repurchase all such Excess Cash Flow Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (c) If any Excess Cash Flow Offer Date is on or any part of that Holder’s Notes (in minimum amounts of $2,000 after an interest record date and integral multiples of $1,000) at a purchase price in cash equal to 101% of on or before the principal amount of the Notes repurchasedrelated interest payment date, plus any accrued and unpaid interest and Additional Interest, if any, shall be paid to the date person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes are accepted for purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”. On or before any Excess Cash Flow Offer Date the Issuers shall, to the extent lawful, accept for payment (on a pro rata basis if necessary) and offering to purchase (a) that number of Notes on (or portions thereof) that may be purchased with the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase applicable Excess Cash Flow Offer Amount or (b) if Notes validly tendered in response to with an Excess Cash Flow Offer in accordance with Price equal to or less than the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an applicable Excess Cash Flow Offer if Amount have been tendered, all Notes tendered, and will deliver to the Excess Cash Flow Trustee an Officers' Certificate stating the number of Notes or portions thereof that were accepted for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased payment by the Issuers in the open market or redeemed by the Issuers pursuant to accordance with this Indenture (to Section 4.25. To the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an expended in any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject excess (a) to the other provisions extent such excess, together with any amounts still held in the Open Market Repurchase Account, is equal to or less than 10% of this Indenturethe aggregate principal amount of the Notes then outstanding, use shall promptly be deposited in the Open Market Repurchase Account and (b) to the extent such excess, together with any such Excess Cash Flow amounts still held in the Open Market Repurchase Account, is more than 10% of the aggregate principal amount of the Notes then outstanding, may be used by the Issuers for any purpose not otherwise prohibited by this Indenture, including, without limitation, pursuant to Section 4.23. Upon completion of any Full Fiscal Year Excess Cash Flow Offer, the amount of Consolidated Excess Cash Flow shall be reset at zero. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after any Excess Cash Flow Offer Date) mail or deliver to each tendering Holder a cash amount equal to the purchase price of the Notes being purchased on such Excess Cash Flow Offer Date, and the Trustee, upon delivery of an Officers' Certificate, will authenticate and mail or deliver a new Note to such Holder in a principal amount equal to the unpurchased portion of such Holder's Note that is surrendered. Any Note not so accepted will be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of any Excess Cash Flow Offer on the applicable Excess Cash Flow Offer Date. (d) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.25, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.25 by virtue thereof.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has have Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 20082010 (the “Relevant Fiscal Year”), each Holder will have the right to require then the Issuers shall jointly apply an amount (the “Excess Cash Flow Offer Amount”) equal to 50% of such Excess Cash Flow for such period to make a joint offer to the Holders to repurchase all or any part a portion of that Holder’s their Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase as Units with an aggregate repurchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued Excess Cash Flow Offer Amount pursuant to and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of conditions contained in this Indenture (an “Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal yearOffer”). (b) Within 90 110 days after the end of any fiscal year, commencing year with the fiscal year ending December 31, 2008, respect to which the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be are required to make an Excess Cash Flow Offer if pursuant to Section 4.20(c) hereof, the Issuers must send, by registered first-class mail an offer to each Holder, with a copy to the Trustee, which offer shall govern the terms of the Excess Cash Flow for such relevant fiscal year Offer. Such offer shall state: (1) that the Excess Cash Flow Offer is being made pursuant to this Section 4.20; (2) the Excess Cash Flow Offer Amount and the date on which payment in respect of the Excess Cash Flow Offer will be made by the Issuers (the “Excess Cash Flow Offer Payment Date”), which shall be not less than $5.0 million. thirty (30) and not more than sixty (60) days from the date such notice is mailed, other than as may be required by law; (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Notes as Units accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrue interest after the Excess Cash Flow Offer Payment Date; (5) that if only a portion of a Note is purchased pursuant to an Excess Cash Flow Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made), and that Notes (or portions thereof) purchased pursuant to an Excess Cash Flow Offer will be cancelled and cannot be reissued; (6) that Holders electing to have a Note purchased pursuant to such Excess Cash Flow Offer shall be required to surrender the Security, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Note completed, or transfer such Note by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or the Paying Agent at the address specified in the notice at least three (3) Business Days before the Excess Cash Flow Offer Payment Date; and (7) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the Excess Cash Flow Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. (c) With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer Amount with respect thereto by an amount equal to the sum of (x) the “aggregate repurchase price paid for any Notes theretofore repurchased by the Issuers in the open market or privately negotiated transaction (and, in each case, cancelled by the Issuers) and (y) the aggregate redemption price paid for any Notes theretofore redeemed pursuant to one or more optional redemptions, in each case, prior to making such Excess Cash Flow Offer; provided, however, that the repurchase or redemption of such Notes would then not be considered in connection with calculating the amount of Excess Cash Flow for the next period. For the avoidance of doubt, the Issuers shall not be entitled to reduce the applicable Excess Cash Flow Offer Amount”) with respect thereto Amount by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (any Asset Sale Offers, Change of Control Offers or Excess Cash Flow Offers during such period. If the aggregate repurchase price of Notes tendered pursuant to the extent such amount has not previously reduced any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Company may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any other lawful purpose (d) In each Excess Cash Flow Offer, the Issuers will be required to repurchase Notes as Units (if prior to a Separation Event, equal to $2,000 or an integral multiple of $1,000 in excess thereof) validly tendered in response to such Excess Cash Flow Offer at a purchase price in cash equal to 100% of their principal amount (without premium), plus accrued but unpaid interest thereon to the Excess Cash Flow Offer Payment Date, in accordance with the procedures set forth in this Indenture. If the aggregate principal amount of Notes tendered pursuant to an into such Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase purchased as Units on a pro rata basis. (e) Notwithstanding the foregoing provisions of this Section 4.20, the Issuers will not be required (but may elect to do so) to make an Excess Cash Flow Offer in accordance with this Section 4.20 unless the Excess Cash Flow Offer Amount with respect to the applicable period in respect of which such Excess Cash Flow Offer is to be made exceeds $2.5 million (with lesser amounts being carried forward for purposes of determining whether the $2.5 million threshold has been met for any future period). If Upon completion of each Excess Cash Flow Offer, the aggregate Excess Cash Flow Offer Amount will be reset at zero. (f) The Issuers 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 price of Notes tendered pursuant to an Excess Cash Flow Offer is less than Offer. To the applicable Excess Cash Flow Offer Amountextent that the provisions of any securities laws or regulations conflict with this Section 4.20, the Issuers may, subject shall comply with the applicable securities laws and regulations and shall not be deemed to the other provisions of have breached their obligations under this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited Section 4.20 by this Indenturevirtue thereof.

Excess Cash Flow Offer. (a) If any New Parent Subject to terms and its Restricted Subsidiaries or conditions set forth in the Indenture, if the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year (commencing with the fiscal year ending December 312000), 2008the Company shall make an offer to purchase (the "Excess Cash Flow Offer"), each Holder will have on a Business Day (the right "Excess Cash Flow Payment Date") not later than 150 days following the end of such fiscal year, from all holders of Senior Subordinated Notes, up to require the Issuers to repurchase all or any part of that Holder’s Notes maximum principal amount (in minimum amounts of $2,000 and integral multiples expressed as a multiple of $1,000) of Senior Subordinated Notes equal to the Holder's Pro Rata Share of such Excess Cash Flow in such fiscal year. The purchase price of Senior Subordinated Notes to be purchased pursuant to the Excess Cash Flow Offer shall be equal to 103% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Excess Cash Flow Payment Date. Notice of an Excess Cash Flow Offer shall be given to Holders not less than 30 Business Days before the Excess Cash Flow Payment Date. The Excess Cash Flow Offer is required to remain open for 20 Business Days and payment pursuant to the Excess Cash Flow Offer will be made on the Excess Cash Flow Payment Date. Repurchase With Proceeds from Asset Sales. Any Net Cash Proceeds from any Asset Sale that are not used to reinvest in Replacement Assets and/or repay certain Indebtedness of the Company or a Restricted Subsidiary within 360 days after an Asset Sale shall be applied to the repurchase of the Notes. When the aggregate amount of unutilized Net Cash Proceeds (the "Net Proceeds Offer Amount") exceeds $5,000,000, the Company shall make a Net Proceeds Offer to purchase from all Holders, Notes in an aggregate principal amount equal to the Net Proceeds Offer Amount, at a purchase price in cash equal to 101100% of the principal amount of the Notes repurchasedthereof, plus any together with accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount)purchase. If the aggregate principal amount purchase price of Notes tendered pursuant to an Excess Cash Flow Offer surrendered by Holders exceeds the Excess Cash Flow amount equal to the Net Proceeds Offer Amount, the Trustee will shall select the Notes to be accepted for purchase purchased on a pro rata basis. If The Company will comply, to the aggregate repurchase price extent applicable, with the requirements of Notes tendered pursuant Rule 14e-1 under the Exchange Act and other securities laws or regulations in connection with a Change of Control Offer to Purchase, an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indentureor a Net Proceeds Offer.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or In the Company and its Restricted Subsidiaries has event that there shall be Consolidated Excess Cash Flow for any fiscal year of the Issuer and its Subsidiaries (commencing with the fiscal year ending ended December 31, 20082021), each Holder not later than the earlier of (i) the date that is five (5) Business Days after the date of delivery of the annual financial statements for such fiscal year of the Issuer pursuant to Section 4(a)(ii) of the Purchase Agreement, and (ii) five (5) Business Days after the date on which the annual financial statements for the applicable fiscal year of the Issuer are required to be delivered pursuant to Section 4(a)(ii) of the Purchase Agreement, the Issuer will have the right make an offer to require the Issuers to repurchase all or any part of that Holder’s purchase Convertible Notes (or a portion thereof), such offer to be in minimum amounts the form attached hereto as Exhibit C, which shall include, without limitation, a detailed calculation of $2,000 and integral multiples of $1,000the Consolidated Excess Cash Flow for such fiscal year (the “Excess Cash Flow Period”) at a purchase price in cash (each such offer to purchase, an “Excess Cash Flow Offer”), such offer having an aggregate principal amount equal to: (1) an amount equal to 101% fifty percent (50%) of Consolidated Excess Cash Flow for the Excess Cash Flow Period then ended; multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Convertible Notes repurchasedheld by such Holder and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Convertible Notes and all other Priority Lien Debt required to be repaid with such Consolidated Excess Cash Flow, rounded down to the nearest $1,000 (the “Excess Cash Flow Offer Amount”). The purchase price for any Excess Cash Flow Offer will be one hundred percent (100%) of the sum of (i) the principal amount then outstanding, plus (ii) any accrued and unpaid interest and Additional Interest, if any, to through the applicable purchase date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of “Excess Cash Flow Payment”). If the Excess Cash Flow Offer is for less than all of the outstanding Convertible Notes and Convertible Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Excess Cash Flow Offer, the Issuer will purchase Convertible Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Convertible Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $1,000) will be purchased. Any portion of such New Parent and its Restricted Subsidiaries or Consolidated Excess Cash Flow remaining after consummation of the Company and its Restricted Subsidiaries, in each case, on a consolidated basis Excess Cash Flow Offer may be used for such fiscal year (less any purpose not otherwise prohibited by the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year)Note Documents. (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008timeframe noted in (a) above, the Issuers will Issuer shall send a notice written offer to each Holder and by first class mail or such other notice method provided for in the Trustee describing Purchase Agreement, which shall govern the offer to repurchase Notes with Excess Cash Flow (terms of the “Excess Cash Flow Offer”) and offering , with a copy of such offer to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sentCollateral Agent. The Issuers will be required to purchase Notes validly tendered in response to offer shall state: (1) that an Excess Cash Flow Offer in accordance with the procedures is being made as provided for herein, and that, although Holders are not required to tender their Convertible Notes, all Convertible Notes (or a portion thereof) that are validly tendered shall be accepted for payment, subject to pro rata reduction as set forth in this Section 4.12 Sections 6.3(a) and Section 3.09 and such notice. The Issuers will not be required (e); (2) the principal amount of Convertible Notes subject to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce Excess Cash Flow Payment and the applicable amount expiration date of the Excess Cash Flow Offer (the “Excess Cash Flow Offer AmountExpiration Date”), which will be no earlier than thirty (30) days and no later than sixty (60) days after the date such written notice to the Holders and the Collateral Agent is sent and a settlement date for purchase (the “Excess Cash Flow Payment Date”) with respect thereto by not more than five (5) Business Days after the aggregate repurchase price of Excess Cash Flow Offer Expiration Date; (3) that any Notes theretofore repurchased by the Issuers in the open market Convertible Note (or redeemed by the Issuers portion thereof) accepted for payment pursuant to this Indenture the Excess Cash Flow Offer (and duly paid for on the Excess Cash Flow Payment Date) shall cease to accrue interest after the extent such amount has Excess Cash Flow Payment Date; (4) that any Convertible Notes (or portions thereof) not previously reduced validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Convertible Note (or portion thereof) purchased pursuant to any Excess Cash Flow Offer Amount). If shall be required to notify the aggregate principal amount Issuer of Notes tendered pursuant to an Excess Cash Flow Offer exceeds its election before the close of business on the Excess Cash Flow Offer AmountExpiration Date; (6) that Holders shall be entitled to withdraw their election if the Issuer receives, not later than the Trustee will select close of business on the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer Expiration Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Convertible Note (or portion thereof) the Holder delivered for purchase and a statement that such Holder is less than withdrawing its election to have such Convertible Note purchased; and (7) the applicable instructions and any other information necessary to enable Holders to tender their Convertible Notes (or portions thereof) and have such Convertible Notes (or portions thereof) purchased pursuant to the Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this IndentureOffer.

Excess Cash Flow Offer. If the Excess Cash Flow of UOL for any Excess Cash Flow Period is greater than zero, UOL will make an offer (aan “Excess Cash Flow Offer”) If any New Parent and its Restricted Subsidiaries to all holders of notes to purchase the maximum principal amount of notes (equal to $1.00 or the Company and its Restricted Subsidiaries has an integral multiple of $1.00 in excess thereof) that may be purchased out of such Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31such Excess Cash Flow Period, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price for an amount in cash equal to 101100% of the aggregate principal amount of the Notes repurchased, thereof plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (purchase, subject to the rights of Holders holders of Notes notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date interest payment date; provided that is the maximum principal amount of notes required to be purchased in such Excess Cash Flow Offer (the “Required Amount”) shall be (a) for the Excess Cash Flow Period ending on or prior to September 30, 2009, the date lesser of repurchase), with 50% (i) $20 million and (ii) the amount of Excess Cash Flow for such Excess Cash Flow Period, and (b) for any Excess Cash Flow Period ending after September 30, 2009, the lesser of (i) $10 million and (ii) the amount of Excess Cash Flow for such New Parent and its Restricted Subsidiaries or the Company and its Restricted SubsidiariesExcess Cash Flow Period; provided, further, that UOL may, in each caseits sole discretion, on a consolidated basis for such fiscal year (less increase the amount of any open market purchases such Excess Cash Flow Offer (the amount of such increase, the “Optional Amount,” and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing together with the fiscal year ending December 31, 2008Required Amount, the Issuers “Total Amount”). If an Excess Cash Flow Offer is required to be made, UOL will send mail a notice to each Holder and the Trustee describing the offer to repurchase Notes with holder (x) on or before May 15 following any Excess Cash Flow Period ending on March 31 of the same year, and (y) on or before November 15 following any Excess Cash Flow Period ending on September 30 of the same year, offering to repurchase notes on the payment date specified in the notice (the “Excess Cash Flow OfferPayment Date”) and offering to purchase Notes on the date specified in the notice), which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required mailed, pursuant to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth required by the indenture and described in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if On the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow OfferPayment Date, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (UOL will, to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.lawful:

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year of the Issuer, commencing with the fiscal year ending nearest December 31, 20082010, the Issuer has Excess Cash Flow, the Issuer will be required within 135 days after the end of such fiscal year to consummate an offer to repurchase Notes (in integral multiples of $1,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) from Holders of the Notes and, at the Issuer’s option, from the holders of any Pari Passu Payment Lien Obligations and Priority Payment Lien Obligations containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the Excess Cash Flow (an “Excess Cash Flow Offer”), which offer shall be in an aggregate amount equal to the excess of (i) the Notes First Lien Percentage (determined as of the last day of such fiscal year) of 50% of Excess Cash Flow for such fiscal year over (ii) (x) the aggregate principal amount of Notes optionally redeemed or optionally repurchased (in open market transactions, by tender offer or otherwise but excluding, for the avoidance of doubt, Notes purchased pursuant to an Excess Cash Flow Offer, Collateral Disposition Offer or Asset Sale Offer by the Issuer during such fiscal year) or, if lesser, (y) the aggregate purchase or redemption price paid by the Issuer for all such redemptions and repurchases referred to in subclause (x) above during such fiscal year (the “Excess Cash Flow Offer Amount”), on a pro rata basis according to principal amount but subject to such rounding as may be determined by the Trustee to ensure Notes are purchased in the denominations provided above, at a purchase price in cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid 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 the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Sections 5.1 through 5.6. (b) Within 105 days after the end of each fiscal year in which the Issuer has Excess Cash Flow, the Issuer will mail a notice setting forth the Excess Cash Flow Offer to each Holder will have at the address appearing in the Notes Register, with a copy to the Trustee, stating: (1) that an Excess Cash Flow Offer is being made, the maximum aggregate principal amount of Notes that the Issuer may be required to purchase in such offer, and that such Holder has the right to require the Issuers Issuer to repurchase all or any part of that purchase such Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000subject to proration) at a purchase price in cash equal to 101100% of the principal amount of the such Notes repurchased, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights right of Holders of Notes record on the relevant Record Date a record date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (bDate) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow OfferPayment”); (2) and offering to purchase Notes on the repurchase date specified in the notice, (which date will shall be no earlier than 30 20 business days after such notice is mailed and no later than 60 days from 135 days) after the date such notice is sent. The Issuers will be required end of the applicable fiscal year) (the “Excess Cash Flow Payment Date”); and (3) the procedures determined by the Issuer, consistent with the Indenture, that a Holder must follow in order to purchase have its Notes repurchased. (c) On the Excess Cash Flow Payment Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Excess Cash Flow Offer (subject to proration in the event the aggregate Excess Cash Flow Payment for all Notes, Priority Payment Lien Obligations and other Pari Passu Payment Lien Obligations validly tendered in response such offer exceeds the Excess Cash Flow Offer Amount); (2) deposit with the paying agent an amount equal to the Excess Cash Flow Payment in respect of all Notes or portions of Notes so accepted for payment; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (d) The paying agent will promptly mail to each Holder of Notes so accepted the Excess Cash Flow Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by 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 $2,000 or larger integral multiples of $1,000. (e) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict. (f) Notwithstanding the foregoing provisions of this Section 5.9, the Issuer will not be required (but may elect to do so) to make an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of covenant unless the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) Amount with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent applicable period in respect of which such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than to be made exceeds $10.0 million (with lesser amounts in excess of $1.0 million being carried forward for the applicable Excess Cash Flow Offer Amount, purposes of determining whether the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow $10.0 million threshold has been met for any purpose not otherwise prohibited by this Indenturefuture period).

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or Within one hundred twenty (120) days after the end of each fiscal year (beginning with the first full fiscal year after the Issue Date), the Company and its Restricted Subsidiaries has will make an offer to purchase to all Holders (the "Excess Cash Flow Offer") to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for any such fiscal year commencing with (the fiscal year ending December 31"Excess Cash Flow Offer Amount"), 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101100% of the principal amount Accreted Value of the Notes repurchasedto be purchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sentpurchase. The Issuers will be required to purchase Notes validly tendered in response to an Each Excess Cash Flow Offer in accordance with shall remain open for a period of twenty (20) Business Days, unless a longer period is required by law (the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an "Excess Cash Flow Offer if Period"). Promptly after the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount termination of the Excess Cash Flow Offer (Period, the “Company shall purchase and send, by first-class mail, postage prepaid, payment for the Excess Cash Flow Offer Amount”Amount for the Notes or portions thereof tendered, pro rata (based on amounts tendered) with respect thereto or by such other method as may be required by law, or, if less than the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount)Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. If the aggregate principal amount of Notes tendered pursuant to an any Excess Cash Flow Offer exceeds is less than the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Company may, subject to the other provisions of this IndentureIndenture and the Collateral Agreements, use any such excess cash flow for general corporate purposes. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for any purpose not otherwise prohibited cash. (b) No later than thirty (30) days prior to the required purchase date, the Company shall send, by this Indenture.first-class mail, postage prepaid, notice to each holder, with a copy to the Trustee, which notice will govern the terms of the Excess Cash Flow Offer. Such notice will state, among other things: (1) the purchase price; (2) the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law; (3) that the Company is making an Excess Cash Flow Offer;

Excess Cash Flow Offer. (a) If From and after the Term Loan Payment Date, the Company shall determine as of each September 30 and the last day of February of each fiscal year, for the period commencing immediately after the end of the prior Excess Cash Flow Period and ending on such date (subject to the last sentence of this Section 3.4(a), each an “Excess Cash Flow Period”), the excess cash flow offer amount (as such amount may be, prior to the ABL Payment Date, limited or reduced (including to zero) pursuant to the terms and conditions of the ABL Loan Documents (without giving effect to any New Parent and its Restricted Subsidiaries amendment, restatement, or modification thereto after the date hereof that purports, to impair, reduce, delay, condition, or otherwise modify the amount or the timing of any excess cash flow offers permitted under the ABL Loan Documents as in effect on the date hereof), the “Excess Cash Flow Offer Amount”) based upon the calculation below: (1) 75% of any Excess Cash Flow of the Company and its Restricted Subsidiaries has on a consolidated basis for such Excess Cash Flow Period if Company’s Consolidated Leverage Ratio for such Excess Cash Flow Period is greater than 3.00 to 1.00. (2) 50% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period if Company’s Consolidated Leverage Ratio for such Excess Cash Flow Period is less than or equal to 3.00 to 1.00 but greater than or equal to 2.00 to 1.00; (3) 25% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period if Company’s Consolidated Leverage Ratio for such Excess Cash Flow Period is less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00; and (4) 15% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period if Consolidated Leverage Ratio for such Excess Cash Flow Period is less than 1.50 to 1.00; and, subject, prior to the ABL Payment Date, to the terms and conditions of the ABL Loan Documents (without giving effect to any amendment, restatement, or modification thereto after the date hereof that purports, to impair, reduce, delay, condition, or otherwise modify the amount or the timing of any excess cash flow offers permitted under the ABL Loan Documents as in effect on the date hereof), make an offer (an “Excess Cash Flow Offer”) to the Holders, in an amount equal to such Excess Cash Flow Offer Amount, to repurchase, as applicable, all or any part (equal to $1 in principal amount or integral multiples of $1 in excess thereof) of each Holder’s Securities at the purchase price described below; provided, however, that the maximum aggregate price payable in any Excess Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount. The amount of all Excess Cash Flow Offers made pursuant to this Excess Cash Flow provision shall be aggregated for purposes of determining the applicable percentage for any such period. To the extent that the Term Loan Payment Date occurs after the first day of an Excess Cash Flow Period, the Excess Cash Flow for such Excess Cash Flow Period shall be calculated as if the Excess Cash Flow Period commenced on the Term Loan Payment Date (and shall end on the earlier to occur of (x) the following September 30 and (y) the last day of the following February) provided that any fiscal year commencing with Excess Cash Flow arising prior to a Term Loan Payment Date and not used to pay the fiscal year ending December 31Term Loan Obligations (because such amount was in excess of the amount necessary to pay the Term Loan Obligations) shall be deemed to arise in the first Excess Cash Flow Period. (b) In each Excess Cash Flow Offer, 2008, each Holder the Company will have the right to require the Issuers be required to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 Securities validly tendered and integral multiples of $1,000) not withdrawn at a purchase price in cash equal to 101102.5% of the their principal amount of the Notes repurchasedamount, plus any accrued and unpaid interest to but not including the Excess Cash Flow Offer Payment Date, subject to pro-ration in the event of oversubscription and Additional Interest, if any, to the date of purchase (subject to the rights right of Holders of Notes on the relevant Record Date regular record date to receive interest due on the relevant Interest Payment Date that is an interest payment date falling on or prior to the applicable date of repurchase), with 50% . Upon completion of each Excess Cash Flow Offer, all Excess Cash Flow in the Excess Cash Flow Offer Amount not used to repurchase Securities may be used to make Restricted Payments in accordance with Section 3.5(a) hereof (such amount not used to repurchase Securities, “Extra Excess Cash Flow”) and the Excess Cash Flow Offer Amount for purposes of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year)Section 3.4 shall be reset at zero. (bc) Within 90 If the Company is required to make an Excess Cash Flow Offer as provided in Section 3.4(a) hereof, the Company will mail within 50 days after each September 30 and the end last day of any each February in each fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and Holder, with a copy to the Trustee describing Trustee, which notice shall govern the offer to repurchase Notes with Excess Cash Flow (terms of the “Excess Cash Flow Offer”. Such notice shall state: (1) that the Excess Cash Flow Offer is being made pursuant to this Section 3.4 and offering that all Securities tendered will be accepted for payment, subject to purchase Notes on the date specified pro-ration in the noticeevent of oversubscription; (2) the Excess Cash Flow Offer Amount, the purchase price and the purchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers mailed (the “Excess Cash Flow Offer Payment Date”); (3) that any Security not tendered will be required continue to purchase Notes validly tendered accrue interest; (4) that Holders electing to have a Security purchased in response part pursuant to an Excess Cash Flow Offer may elect to have Security purchased in accordance integral multiples of $1 only; provided that no Securities in denominations of $1 or less may be redeemed or purchased in part; (5) that, unless the Company defaults in the payment of the Excess Cash Flow Offer Amount, all Securities accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Payment Date; (6) that Holders electing to have any Securities purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Securities, with the procedures set form entitled “Option of Holder to Elect Purchase” attached to the Securities completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Offer Payment Date; (7) 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 Excess Cash Flow Offer Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have the Securities purchased; and (8) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1 in principal amount or an integral multiple of $1 thereof. (d) If only a portion of a Security is purchased pursuant to an Excess Cash Flow Offer, a new Security in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Security (or appropriate adjustments to the amount and beneficial interests in a Global Security will be made). Securities (or portions thereof) purchased pursuant to an Excess Cash Flow Offer will be cancelled and cannot be reissued. (e) If the aggregate principal amount of Securities surrendered by the holders thereof exceeds the amount of Excess Cash Flow Offer Amount, the Trustee shall select the Securities to be purchased on a pro rata basis in authorized denominations of the aggregate principal amount of tendered Securities. (f) On the Excess Cash Flow Offer Payment Date, the Company will, to the extent lawful: (1) accept for payment all Securities or portions of Securities properly tendered and not withdrawn pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price to be paid in such Excess Cash Flow Offer in respect of Securities or portions of Securities properly tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company. The Paying Agent will promptly mail or wire transfer to each Holder of Securities or portions of Securities properly tendered and not withdrawn the purchase price payable with respect to such Securities or portions of Securities, and, upon receipt of a Company Order, the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered. Any Security or portion of a Security accepted for payment pursuant to an Excess Cash Flow Offer will cease to accrue interest on and after the Excess Cash Flow Offer Payment Date. The Company will publicly announce the results of any Excess Cash Flow Offer on or as soon as practicable after the Excess Cash Flow Offer Payment Date. Other than as specifically provided in this Section 4.12 3.4, any purchase pursuant to this Section 3.4 shall be made pursuant to the provisions of Sections 5.1 through 5.8 hereof. (g) 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 Securities pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.09 3.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 3.4 by virtue of such notice. The Issuers will not compliance. (h) For the avoidance of doubt, in no event shall the Company be required to make an Excess Cash Flow Offer if pursuant to this Section 3.4 to the Excess Cash Flow for extent such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer would, prior to the repayment in full of the ABL Obligations, violate the terms or conditions of the ABL Loan Documents (without giving effect to any amendment, restatement, or modification thereto after the “Excess Cash Flow Offer Amount”) with respect thereto by date hereof that purports, to impair, reduce, delay, condition, or otherwise modify the aggregate repurchase price amount or the timing of any Notes theretofore repurchased by excess cash flow offers permitted under the Issuers ABL Loan Documents as in effect on the open market date hereof), or redeemed by result in, with or without notice or lapse of time, a default or event of default under any ABL Loan Document (without giving effect to any amendment, restatement, or modification thereto after the Issuers pursuant date hereof that purports, to this Indenture (to impair, reduce, delay, condition, or otherwise modify the extent such amount has not previously reduced or the timing of any Excess Cash Flow Offer Amountexcess cash flow offers permitted under the ABL Loan Documents as in effect on the date hereof). If In no event shall the aggregate principal amount failure of Notes tendered pursuant the Company to make an Excess Cash Flow Offer exceeds in accordance with this Section 3.4 and the Excess Cash Flow Offer Amountdefined terms in this Indenture related thereto solely as a result of any limitation, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amountrestriction or modification thereof or with respect thereto arising from compliance, the Issuers may, subject prior to the other provisions repayment in full of the ABL Obligations, with the terms and conditions of the ABL Loan Documents (without giving effect to any amendment, restatement, or modification thereto after the date hereof that purports, to impair, reduce, delay, condition, or otherwise modify the amount or the timing of any excess cash flow offers permitted under the ABL Loan Documents as in effect on the date hereof) result in a breach or violation of, or constitute a default or event of default under this Indenture, use the Collateral Documents or any such Excess Cash Flow for other material instrument related thereto, to which the Company or any purpose not otherwise prohibited Subsidiary Guarantor is a party or by this Indenturewhich the Company or any Subsidiary Guarantor is bound.

Excess Cash Flow Offer. (a) If After the end of each fiscal year beginning with the fiscal year ending on December 31, 2012, the Company shall determine the amount (the “Excess Cash Flow Offer Amount”) that is equal to: (1) 75% of any New Parent and its Restricted Subsidiaries or Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $50 million in aggregate principal amount of the Notes calculated using the purchase price for the Notes pursuant to this Section 4.16; (2) 50% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $75 million in aggregate principal amount of the Notes calculated using the purchase price for the Notes pursuant to this Section 4.16; (3) 25% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $100 million in aggregate principal amount of the Notes calculated using the purchase price for the Notes pursuant to this Section 4.16; and (4) 0% thereafter; for such fiscal year commencing with and make an offer (an “Excess Cash Flow Offer”) to the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers Holders to repurchase all or any part of that Holder’s Notes (in minimum amounts of equal to $2,000 and or integral multiples of $1,0001,000 in excess thereof) of each Holder’s Notes at the purchase price described below; provided, however, that the maximum aggregate price payable in any Excess Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount. The amount of all Excess Cash Flow Offers made pursuant to this Excess Cash Flow provision shall be aggregated for purposes of determining the applicable percentage for any annual period. (b) In each Excess Cash Flow Offer, the Company will be required to repurchase Notes validly tendered and not withdrawn at a purchase price in cash equal to 101103% of the their principal amount of the Notes repurchasedamount, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (Excess Cash Flow Offer Payment Date, subject to pro-ration in the rights event of oversubscription and to the right of Holders of Notes on the relevant Record Date regular record date to receive interest due on the relevant Interest Payment Date that is an interest payment date falling on or prior to the applicable date of repurchase), with 50% . Upon completion of each Excess Cash Flow Offer, the Excess Cash Flow Offer Amount for purposes of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year)Section 4.16 shall be reset at zero. (bc) Within 90 If the Company is required to make an Excess Cash Flow Offer as provided in Section 4.16(a) hereof, the Company will mail within 95 days after the end of any fiscal year, commencing with the each fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and Holder, with a copy to the Trustee describing Trustee, which notice shall govern the offer to repurchase Notes with Excess Cash Flow (terms of the “Excess Cash Flow Offer”. Such notice shall state: (1) that the Excess Cash Flow Offer is being made pursuant to this Section 4.16 and offering to that all Notes tendered will be accepted for payment; (2) the Excess Cash Flow Offer Amount, the purchase Notes on price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer mailed (the “Excess Cash Flow Offer AmountPayment Date”); (3) with respect thereto by the aggregate repurchase price of that any Notes theretofore repurchased by the Issuers Note not tendered will continue to accrue interest; (4) that Holders electing to have a Note purchased in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered part pursuant to an Excess Cash Flow Offer exceeds may elect to have Notes purchased in integral multiples of $1,000 only; provided that no Notes in denominations of $2,000 or less may be redeemed or purchased in part; (5) that, unless the Company defaults in the payment of the Excess Cash Flow Offer Amount, all Notes accepted for payment pursuant to the Trustee Excess Cash Flow Offer will select cease to accrue interest after the Excess Cash Flow Offer Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Excess Cash Flow Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Offer Payment Date; (7) 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 Excess Cash Flow Offer Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (8) 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 $2,000 in principal amount or an integral multiple of $1,000 thereof. (d) Notwithstanding anything to the contrary in the foregoing, the Company shall not be required to mail such an offer until the date on which the Secured Note Prepayment Conditions have been satisfied, if required, under the Senior Credit Facility so long as such conditions have been satisfied on or prior to May 31st of the fiscal year immediately succeeding the fiscal year with respect to which such Excess Cash Flow Offer is to be accepted made (it being understood and agreed for purchase on the avoidance of doubt that such date of mailing may occur subsequent to such 95th day but, in any event, not subsequent to such May 31st). (e) If only a pro rata basisportion of a Note is purchased pursuant to an Excess Cash Flow Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). If the aggregate repurchase price of Notes tendered (or portions thereof) purchased pursuant to an Excess Cash Flow Offer is less than will be cancelled and cannot be reissued. (f) On the applicable Excess Cash Flow Offer AmountPayment Date, the Issuers mayCompany will, subject to the other provisions extent lawful: (1) accept for payment all Notes or portions of this Indenture, use any Notes properly tendered and not withdrawn pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price to be paid in such Excess Cash Flow Offer in respect of Notes or portions of Notes properly tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or wire transfer to each Holder of Notes or portions of Notes properly tendered and not withdrawn the purchase price payable with respect to such Notes or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered. Any Note or portion of a Note accepted for payment pursuant to an Excess Cash Flow Offer will cease to accrue interest on and after the Excess Cash Flow Offer Payment Date. The Company will publicly announce the results of any purpose Excess Cash Flow Offer on or as soon as practicable after the Excess Cash Flow Offer Payment Date. Other than as specifically provided in this Section 4.16, any purchase pursuant to this Section 4.16 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (g) 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 Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not otherwise prohibited be deemed to have breached their obligations under this Section 4.16 by this Indenturevirtue of such compliance.

Excess Cash Flow Offer. If (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries Issuer has Excess Cash Flow for any fiscal year commencing with and (b) the Consolidated Leverage Ratio as of the end of such fiscal year ending December 31is 2.5 to 1.0 or greater, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to then no later than the date of purchase (subject that the Issuer is required to file its Form-10-K under the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis Exchange Act for such fiscal year (less assuming, for this purpose, that the amount Issuer shall be at all times subject to Section 13(a) or 15(d) of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal yearthe Exchange Act). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the Issuer shall make an offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) to purchase Notes with an amount equal to 50% of the Excess Cash Flow for such fiscal year (such percentage, the “Excess Cash Flow Amount”), at a purchase price in cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the date fixed for the purchase of the Notes pursuant to such Excess Cash Flow Offer (the “Excess Cash Flow Purchase Price”), in accordance with provisions of this Section 4.10. If the Excess Cash Flow Purchase Price for the Notes validly tendered and not withdrawn by Holders thereof in an Excess Cash Flow Offer exceeds the Excess Cash Flow Amount for such Excess Cash Flow Offer, the Notes will be purchased in such Excess Cash Flow Offer on a pro rata basis. If the Excess Cash Flow Amount for an Excess Cash Flow Offer exceeds the aggregate Excess Cash Flow Purchase Price of Notes that are validly tendered and not withdrawn by Holders thereof in such Excess Cash Flow Offer, the Issuer may use such excess for any purpose not prohibited by this Indenture. The Issuer will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for any year is less than $5.0 million; provided that any such lesser amount of Excess Cash Flow (if positive) will be added to the Excess Cash Flow for each subsequent fiscal year until an Excess Cash Flow Offer is made. On any date that a Excess Cash Flow Offer is required to be made (or if such date is not a Business Day, the succeeding Business Day) the Issuer will mail notice to each Holder describing, offering to purchase Notes on the date (the “Excess Cash Flow Payment Date”) specified in the such notice, which date will shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required mailed, pursuant to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such noticedescribed below. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers Such notice shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.state:

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or Within 90 days after the Company and its Restricted Subsidiaries has Excess Cash Flow for any end of each fiscal year commencing (beginning with the fiscal year ending December 31January 2, 20082005), each Holder the Borrowers will have make an offer to the right Lender to require purchase the Issuers to repurchase all or any part maximum principal amount of Notes that Holder’s Notes may be purchased with 50% of Excess Cash Flow for such fiscal year (in minimum amounts of $2,000 and integral multiples of $1,000) the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal amount of the Notes repurchasedto be purchased, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of such purchase. Each Excess Cash Flow offer shall remain open for a period of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries20 Business Days, in each case, on unless a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice longer period is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount)law. If the aggregate principal amount of Notes tendered pursuant to an any Excess Cash Flow Offer exceeds offer is less than the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Borrowers may, subject to the other provisions of this IndentureAgreement, use any such Excess Cash Flow for general corporate purposes. Upon receiving notice of the Excess Cash Flow offer, the Lender may elect to tender its Notes, in whole or in part, in integral multiples of $1,000 principal amount in exchange for Cash. Any such repurchase of the Notes shall include both Company Notes and MSXI Limited Notes on a pro rata basis based upon the aggregate principal amount of the Notes outstanding at the time of such repurchase, unless a Change of Control of MSXI Limited has occurred. Within 20 Business Days prior to the required purchase date, the Company shall mail an offer to the Lender, which offer will govern the terms of the Excess Cash Flow offer and will state, among other things (1) the purchase price; (2) the purchase date, (3) that the Borrowers are making an Excess Cash Flow offer; (4) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. The Borrowers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any purpose other securities laws or regulations in connection with the repurchase of the Notes pursuant to this Section 5.10. To the extent that the provisions of any securities laws or regulations conflict with the provisions this Section 5.10, the Borrowers shall comply with the applicable securities laws and regulations and shall not otherwise prohibited be deemed to have breached its obligations under this Section 5.10 by virtue thereof. Notwithstanding anything in this Section 5.10, the repurchase of the Notes by the Borrowers under this Section 5.10 shall not be required if it would breach any covenant under the Senior Credit Facility or the Senior Secured Note Indenture and shall be limited to amounts as provided under the Senior Credit Facility and the Senior Secured Note Indenture, respectively, in each case to the extent the Senior Credit Facility and the Senior Secured Note Indenture is still in effect, as the case may be.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 120 days after following the end of any each fiscal year, commencing with in respect of the fiscal year ending ended December 31, 20082014, the Issuers will send a notice to each Holder and the Trustee describing the Issuer shall make an offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) to all Holders to repurchase the Notes in cash (the “Excess Cash Flow Payment”) up to a maximum amount per annum equal to the lesser of (i) Excess Cash Flow for such fiscal year and (ii) $20.0 million, at a price equal to 102% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and on the terms set forth in this Indenture; provided that no Excess Cash Flow Offer will need to be made in respect of any fiscal year in which Excess Cash Flow is less than $1.0 million, in which case such amount shall be added to Excess Cash Flow in respect of the following fiscal year. To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Excess Cash Flow Offer is less than the Excess Cash Flow, the Issuer may use any remaining Excess Cash Flow for general corporate purposes, subject to other covenants contained in this Indenture. (b) If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Cash Flow (as certified in an Officer’s Certificate of the Issuer to the Trustee), the Trustee will select Notes for repurchase (i) if the Notes are represented by global certificates, by lot or such other similar method in accordance with applicable procedures of DTC, or (ii) if there are no such requirements of DTC or if the Notes are represented by definitive certificates, on a pro rata basis or by lot (as directed by the Issuer). (c) In connection with the Excess Cash Flow Offer, the Issuer will deliver electronically or mail a notice to each Holder (with a copy to the Trustee and the Paying Agent) including the amount of Excess Cash Flow and offering to purchase repurchase Notes on the payment date specified in the noticenotice (the “Excess Cash Flow Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is sentdelivered electronically or mailed, other than as may be required by law, pursuant to the procedures required by this Indenture and described in such notice. (d) The Issuer will comply with the requirements of any securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes. To the extent that the provisions of any securities laws or regulations conflict with the Excess Cash Flow provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Excess Cash Flow provisions of this Indenture by virtue of such compliance. (e) On the Excess Cash Flow Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent an amount equal to the Excess Cash Flow Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (f) The Issuers Paying Agent shall promptly mail or pay by wire transfer to each Holder of Notes properly tendered the Excess Cash Flow Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by 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 new Note will be required to purchase Notes validly tendered in response to a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof. (g) The Issuer shall inform the Holders, the Trustee and the Paying Agent of the results of the Excess Cash Flow Offer in accordance with on or as soon as practicable after the procedures set forth in this Section 4.12 and Section 3.09 and such notice. Excess Cash Flow Payment Date. (h) The Issuers will Issuer shall not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of a third party makes the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by manner, at the Issuers pursuant to times and otherwise in compliance with the requirements set forth in this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant applicable to an Excess Cash Flow Offer exceeds made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Excess Cash Flow Offer AmountOffer, the Trustee will select or notice of redemption has been given in respect of all of the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered then outstanding pursuant to an Excess Cash Flow Offer this Indenture as set forth in Section 3.07, unless and until there is less than a default in payment of the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this IndentureRedemption Price.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or In the Company and its Restricted Subsidiaries has event that there shall be Consolidated Excess Cash Flow for any fiscal year of the Issuer and its Subsidiaries (commencing with the fiscal year ending ended December 31, 20082021), each Holder not later than the earlier of (i) the date that is five (5) Business Days after the date of delivery of the annual financial statements for such fiscal year of the Issuer pursuant to Section 4(a)(ii) of the Purchase Agreement, and (ii) five (5) Business Days after the date on which the annual financial statements for the applicable fiscal year of the Issuer are required to be delivered pursuant to Section 4(a)(ii) of the Purchase Agreement, the Issuer will have the right make an offer to require the Issuers to repurchase all or any part of that Holder’s purchase Convertible Notes (or a portion thereof), such offer to be in minimum amounts the form attached hereto as Exhibit C, which shall include, without limitation, a detailed calculation of $2,000 and integral multiples of $1,000the Consolidated Excess Cash Flow for such fiscal year (the “Excess Cash Flow Period”) at a purchase price in cash (each such offer to purchase, an “Excess Cash Flow Offer”), such offer having an aggregate principal amount equal to: (1) an amount equal to 101% fifty percent (50%) of Consolidated Excess Cash Flow for the Excess Cash Flow Period then ended; multiplied by (2) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Convertible Notes repurchasedheld by such Holder and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Convertible Notes and all other Priority Lien Debt required to be repaid with such Consolidated Excess Cash Flow, rounded down to the nearest $1,000 (the “Excess Cash Flow Offer Amount”). The purchase price for any Excess Cash Flow Offer will be 100% of the sum of (i) the principal amount then outstanding, plus (ii) any accrued and unpaid interest and Additional Interest, if any, to through the applicable purchase date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of “Excess Cash Flow Payment”). If the Excess Cash Flow Offer is for less than all of the outstanding Convertible Notes and Convertible Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Excess Cash Flow Offer, the Issuer will purchase Convertible Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Convertible Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $1,000) will be purchased. Any portion of such New Parent and its Restricted Subsidiaries or Consolidated Excess Cash Flow remaining after consummation of the Company and its Restricted Subsidiaries, in each case, on a consolidated basis Excess Cash Flow Offer may be used for such fiscal year (less any purpose not otherwise prohibited by the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year)Note Documents. (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008timeframe noted in (a) above, the Issuers will Issuer shall send a notice written offer to each Holder and by first class mail or such other notice method provided for in the Trustee describing Purchase Agreement, which shall govern the offer to repurchase Notes with Excess Cash Flow (terms of the “Excess Cash Flow Offer”) and offering , with a copy of such offer to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sentCollateral Agent. The Issuers will be required to purchase Notes validly tendered in response to offer shall state: (1) that an Excess Cash Flow Offer in accordance with the procedures is being made as provided for herein, and that, although Holders are not required to tender their Convertible Notes, all Convertible Notes (or a portion thereof) that are validly tendered shall be accepted for payment, subject to pro rata reduction as set forth in this Section 4.12 Sections 6.3(a) and Section 3.09 and such notice. The Issuers will not be required (e); (2) the principal amount of Convertible Notes subject to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce Excess Cash Flow Payment and the applicable amount expiration date of the Excess Cash Flow Offer (the “Excess Cash Flow Offer AmountExpiration Date”), which will be no earlier than thirty (30) days and no later than sixty (60) days after the date such written notice to the Holders and the Collateral Agent is sent and a settlement date for purchase (the “Excess Cash Flow Payment Date”) with respect thereto by not more than five (5) Business Days after the aggregate repurchase price of Excess Cash Flow Offer Expiration Date; (3) that any Notes theretofore repurchased by the Issuers in the open market Convertible Note (or redeemed by the Issuers portion thereof) accepted for payment pursuant to this Indenture the Excess Cash Flow Offer (and duly paid for on the Excess Cash Flow Payment Date) shall cease to accrue interest after the extent such amount has Excess Cash Flow Payment Date; (4) that any Convertible Notes (or portions thereof) not previously reduced validly tendered shall continue to accrue interest; (5) that any Holder electing to have a Convertible Note (or portion thereof) purchased pursuant to any Excess Cash Flow Offer Amount). If shall be required to notify the aggregate principal amount Issuer of Notes tendered pursuant to an Excess Cash Flow Offer exceeds its election before the close of business on the Excess Cash Flow Offer AmountExpiration Date; (6) that Holders shall be entitled to withdraw their election if the Issuer receives, not later than the Trustee will select close of business on the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer Expiration Date, an electronic transmission or letter setting forth the name of the Holder, the principal amount of the Convertible Note (or portion thereof) the Holder delivered for purchase and a statement that such Holder is less than withdrawing its election to have such Convertible Note purchased; and (7) the applicable instructions and any other information necessary to enable Holders to tender their Convertible Notes (or portions thereof) and have such Convertible Notes (or portions thereof) purchased pursuant to the Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this IndentureOffer.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Company’s Excess Cash Flow for any the two consecutive fiscal year commencing with the fiscal year quarter period ending December March 31, 20082007 and any two fiscal quarter period thereafter (measured semi-annually) (each such two fiscal quarter period, an “Excess Cash Flow Period”) exceeds zero, the Company will, on or before the 60th day (the “Trigger Date”) following the last day of such Excess Cash Flow Period (subject to paragraph (e) below), be required to make an offer to all Holders of Notes to purchase the principal amount of Notes equal to the lesser of the amount of Excess Cash Flow for such Excess Cash Flow Period and $10.0 million (the “Excess Cash Flow Offer Amount”). Each offer to purchase Notes pursuant to this Section 4.17 (each, an “Excess Cash Flow Offer”) shall be made to each Holder will have of Notes outstanding at the right time of such offer, shall offer to require purchase Notes at a purchase price of 100% of the Issuers principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to repurchase all the date of purchase and shall remain open for a period of not less than 20 Business Days (or any part longer period as is required by law). (b) If the Company is required to make an Excess Cash Flow Offer pursuant to this Section 4.17, the Company will mail a notice (the date on which such notice is mailed being referred to as the “Excess Cash Flow Offer Date”) of such Excess Cash Flow Offer, on or before the Trigger Date, to each Holder with a copy to the Trustee stating: (1) that Holder’s the Company is offering to purchase Notes (in minimum amounts of $2,000 and integral multiples of $1,000) an amount equal to the Excess Cash Flow Offer Amount at a purchase price in cash equal to 101100% of the principal amount thereof on the date of the Notes repurchasedpurchase, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights right of Holders of Notes record on the relevant Record Date date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchaseinterest payment date), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year).; (b2) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow purchase date (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will shall be no earlier than 30 days and no nor later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance Date); and (3) the instructions, as determined by the Company, consistent with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required 4.17, that a Holder must follow in order to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer tender its Notes. (the “Excess Cash Flow Offer Amount”4) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount purchase price of the Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amountamount so offered, the Trustee Company will select the Notes to be accepted for purchase purchased on a pro rata basis. If basis but in minimum denominations of $2,000 principal amount and integral multiples of $1,000. (c) Upon surrender of a Note that is purchased in part, the aggregate repurchase price Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of Notes tendered pursuant the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered; provided that each new Note will be in a minimum principal amount of $2,000 and an integral multiple of $1,000. (d) Notwithstanding the foregoing, the Company may, upon providing the Trustee with an Officers’ Certificate so stating, suspend an Excess Cash Flow Offer or postpone making an Excess Cash Flow Offer, in each case for a period not to exceed 60 consecutive days, if (1) an event or circumstance occurs and is less than continuing as a result of which the applicable written materials distributed (or any document incorporated by reference therein) to Holders of Notes in connection with an Excess Cash Flow Offer Amountwould, in the Issuers maygood faith judgment of the Board of Directors contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, subject in light of the circumstances under which they were made, not misleading and (2) (i) the Board of Directors determines in its good faith judgment that the disclosure of such event or circumstance at such time would constitute material non-public information, is not otherwise required to be filed with or furnished to the SEC and would have a material adverse effect on the Company’s business, operations or prospects or (ii) the Board of Directors otherwise determines, in its good faith judgment, that the disclosure would constitute material non-public information, is not otherwise required to be filed with or furnished to with the SEC and would relate to a material business transaction or development. (e) The Company will comply with the requirements of Section 14(e) 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 pursuant to this Section 4.17. To the extent that the provisions of any securities laws or regulations conflict with provisions of this IndentureSection 4.17, use any such Excess Cash Flow for any purpose the Company shall comply with the applicable securities laws and regulations and shall not otherwise prohibited be deemed to have breached its obligations under this Section 4.17 by this Indenturevirtue thereof.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or on the last day of each fiscal year of the Company and its Restricted Subsidiaries (each, a "Measurement Date"), (1) the Company has any Term Loan Indebtedness outstanding, (2) the Company has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31ended on such Measurement Date, 2008and (3) after giving effect to any repayment of Term Loan Indebtedness and/or Excess Cash Flow Offer (assuming the Company purchases the maximum amount of Notes possible in such offer), each Holder will have the right sum of the Company's cash, Cash Equivalents and amounts available for borrowing under the revolving portion of its Credit Facilities (after giving effect to require any borrowing base limitations) would be equal to or greater than $38.0 million, then the Issuers Company shall, no later than the Excess Cash Flow Offer Date, apply an amount (the "Initial Excess Cash Flow Amount") equal to (a) 75% of the Excess Cash Flow for such fiscal year to prepay, repay, redeem or repurchase all (and permanently reduce the commitments under) Term Loan Indebtedness (whether or not required by the terms of the documentation governing such Term Loan Indebtedness), and (b) 25% of the Excess Cash Flow for such fiscal year (or, if less, the amount equal to the difference between (i) 75% of the Excess Cash Flow for such fiscal year and (ii) the amount used to prepay, repay, redeem or repurchase Term Loan Indebtedness pursuant to clause (a) hereof) to make an offer (an "Excess Cash Flow Offer") to the Holders of Notes and any part other Indebtedness ranking equally with the Notes and having similar provisions requiring the Company to prepay, repay, redeem or repurchase such Indebtedness from Excess Cash Flow to purchase on a pro rata basis in proportion to the respective principal amounts (or accreted value, in the case of that Holder’s Indebtedness other than the Notes (in minimum amounts issued with original issue discount) of $2,000 the Notes and integral multiples of $1,000) such other Indebtedness then outstanding at a purchase price Purchase Price in cash equal to 101100% of the principal amount (or accreted value, in the case of Indebtedness other than the Notes issued with original issue discount) of the Notes repurchasedor such other Indebtedness to be purchased (the "Excess Cash Flow Purchase Price"), plus any together with accrued and unpaid interest and Additional Interest, if any, thereon to the date fixed for the purchase of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 terms of the Indenture. If on any Measurement Date, the Company (1) has no Term Loan Indebtedness outstanding, (2) has Excess Cash Flow for the fiscal year ending on such Measurement Date and Section 3.09 and (3) after giving effect to any Excess Cash Flow Offer contemplated hereby would have Minimum Liquidity, then the Company shall, no later than the Excess Cash Flow Offer Date, apply an amount (the "Reduced Excess Cash Flow Amount") equal to 25% of the Excess Cash Flow for such notice. The Issuers will not be required fiscal year to make an Excess Cash Flow Offer if to the Holders of Notes and such other Indebtedness ranking equally with the Notes and having similar provisions requiring the Company to prepay, repay, redeem or repurchase such Indebtedness from Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If basis in proportion to the aggregate repurchase price respective principal amounts (or accreted value, in the case of Indebtedness other than the Notes tendered issued with original issue discount) of the Notes and such other Indebtedness then outstanding at a Purchase Price in cash equal to the Excess Cash Flow Purchase Price, together with accrued and unpaid interest thereon to the date fixed for the purchase of the Notes pursuant to an such Excess Cash Flow Offer is less than in accordance with the applicable Excess Cash Flow Offer Amount, terms of the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.

Excess Cash Flow Offer. (a) If From and after the Term Loan Payment Date, the Company shall determine as of each September 30 and the last day of February of each fiscal year, for the period commencing immediately after the end of the prior Excess Cash Flow Period and ending on such date (subject to the last sentence of this Section 3.4(a), each an “Excess Cash Flow Period”), the excess cash flow offer amount (as such amount may be, prior to the ABL Payment Date, limited or reduced (including to zero) pursuant to the terms and conditions of the ABL Loan Documents, the “Excess Cash Flow Offer Amount”) based upon the calculation below: (1) 75% of any New Parent and its Restricted Subsidiaries or Excess Cash Flow of the Company and its Restricted Subsidiaries has on a consolidated basis for such Excess Cash Flow Period if Company’s Consolidated Leverage Ratio for such Excess Cash Flow Period is greater than 3.00 to 1.00. (2) 50% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period if Company’s Consolidated Leverage Ratio for such Excess Cash Flow Period is less than or equal to 3.00 to 1.00 but greater than or equal to 2.00 to 1.00; (3) 25% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period if Company’s Consolidated Leverage Ratio for such Excess Cash Flow Period is less than 2.00 to 1.00 but greater than or equal to 1.50 to 1.00; and (4) 15% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for such Excess Cash Flow Period if Consolidated Leverage Ratio for such Excess Cash Flow Period is less than 1.50 to 1.00; and, subject, prior to the ABL Payment Date, to the terms and conditions of the ABL Loan Documents, make an offer (an “Excess Cash Flow Offer”) to the Holders, in an amount equal to such Excess Cash Flow Offer Amount, to repurchase, as applicable, all or any part (equal to $1 in principal amount or integral multiples of $1 in excess thereof) of each Holder’s Securities at the purchase price described below; provided, however, that the maximum aggregate price payable in any Excess Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount. The amount of all Excess Cash Flow Offers made pursuant to this Excess Cash Flow provision shall be aggregated for purposes of determining the applicable percentage for any such period. To the extent that the Term Loan Payment Date occurs after the first day of an Excess Cash Flow Period, the Excess Cash Flow for such Excess Cash Flow Period shall be calculated as if the Excess Cash Flow Period commenced on the Term Loan Payment Date (and shall end on the earlier to occur of (x) the following September 30 and (y) the last day of the following February) provided that any fiscal year commencing with Excess Cash Flow arising prior to a Term Loan Payment Date and not used to pay the fiscal year ending December 31Term Loan Obligations (because such amount was in excess of the amount necessary to pay the Term Loan Obligations) shall be deemed to arise in the first Excess Cash Flow Period. (b) In each Excess Cash Flow Offer, 2008, each Holder the Company will have the right to require the Issuers be required to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 Securities validly tendered and integral multiples of $1,000) not withdrawn at a purchase price in cash equal to 101102.5% of the their principal amount of the Notes repurchasedamount, plus any accrued and unpaid interest to but not including the Excess Cash Flow Offer Payment Date, subject to pro-ration in the event of oversubscription and Additional Interest, if any, to the date of purchase (subject to the rights right of Holders of Notes on the relevant Record Date regular record date to receive interest due on the relevant Interest Payment Date that is an interest payment date falling on or prior to the applicable date of repurchase), with 50% . Upon completion of each Excess Cash Flow Offer, all Excess Cash Flow in the Excess Cash Flow Offer Amount not used to repurchase Securities may be used to make Restricted Payments in accordance with Section 3.5(a) hereof (such amount not used to repurchase Securities, “Extra Excess Cash Flow”) and the Excess Cash Flow Offer Amount for purposes of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year)Section 3.4 shall be reset at zero. (bc) Within 90 If the Company is required to make an Excess Cash Flow Offer as provided in Section 3.4(a) hereof, the Company will mail within 50 days after each September 30 and the end last day of any each February in each fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and Holder, with a copy to the Trustee describing Trustee, which notice shall govern the offer to repurchase Notes with Excess Cash Flow (terms of the “Excess Cash Flow Offer”. Such notice shall state: (1) that the Excess Cash Flow Offer is being made pursuant to this Section 3.4 and offering that all Securities tendered will be accepted for payment, subject to purchase Notes on the date specified pro-ration in the noticeevent of oversubscription; (2) the Excess Cash Flow Offer Amount, the purchase price and the purchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers mailed (the “Excess Cash Flow Offer Payment Date”); (3) that any Security not tendered will be required continue to purchase Notes validly tendered accrue interest; (4) that Holders electing to have a Security purchased in response part pursuant to an Excess Cash Flow Offer may elect to have Security purchased in accordance integral multiples of $1 only; provided that no Securities in denominations of $1 or less may be redeemed or purchased in part; (5) that, unless the Company defaults in the payment of the Excess Cash Flow Offer Amount, all Securities accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Payment Date; (6) that Holders electing to have any Securities purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Securities, with the procedures set form entitled “Option of Holder to Elect Purchase” attached to the Securities completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Offer Payment Date; (7) 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 Excess Cash Flow Offer Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have the Securities purchased; and (8) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1 in principal amount or an integral multiple of $1 thereof. (d) If only a portion of a Security is purchased pursuant to an Excess Cash Flow Offer, a new Security in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Security (or appropriate adjustments to the amount and beneficial interests in a Global Security will be made). Securities (or portions thereof) purchased pursuant to an Excess Cash Flow Offer will be cancelled and cannot be reissued. (e) If the aggregate principal amount of Securities surrendered by the holders thereof exceeds the amount of Excess Cash Flow Offer Amount, the Trustee shall select the Securities to be purchased on a pro rata basis in authorized denominations of the aggregate principal amount of tendered Securities. (f) On the Excess Cash Flow Offer Payment Date, the Company will, to the extent lawful: (1) accept for payment all Securities or portions of Securities properly tendered and not withdrawn pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price to be paid in such Excess Cash Flow Offer in respect of Securities or portions of Securities properly tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company. The Paying Agent will promptly mail or wire transfer to each Holder of Securities or portions of Securities properly tendered and not withdrawn the purchase price payable with respect to such Securities or portions of Securities, and, upon receipt of a Company Order, the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered. Any Security or portion of a Security accepted for payment pursuant to an Excess Cash Flow Offer will cease to accrue interest on and after the Excess Cash Flow Offer Payment Date. The Company will publicly announce the results of any Excess Cash Flow Offer on or as soon as practicable after the Excess Cash Flow Offer Payment Date. Other than as specifically provided in this Section 4.12 3.4, any purchase pursuant to this Section 3.4 shall be made pursuant to the provisions of Sections 5.1 through 5.8 hereof. (g) 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 Securities pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.09 3.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 3.4 by virtue of such notice. The Issuers will not compliance. (h) For the avoidance of doubt, in no event shall the Company be required to make an Excess Cash Flow Offer if pursuant to this Section 3.4 to the Excess Cash Flow for extent such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (would, prior to the extent such amount has not previously reduced repayment in full of the ABL Obligations, violate the terms or conditions of the ABL Loan Documents, or result in, with or without notice or lapse of time, a default or event of default under any Excess Cash Flow Offer Amount)ABL Loan Document. If In no event shall the aggregate principal amount failure of Notes tendered pursuant the Company to make an Excess Cash Flow Offer exceeds in accordance with this Section 3.4 and the Excess Cash Flow Offer Amountdefined terms in this Indenture related thereto solely as a result of any limitation, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amountrestriction or modification thereof or with respect thereto arising from compliance, the Issuers may, subject prior to the other provisions repayment in full of the ABL Obligations, with the terms and conditions of the ABL Loan Documents result in a breach or violation of, or constitute a default or event of default under this Indenture, use the Collateral Documents or any such Excess Cash Flow for other material instrument related thereto, to which the Company or any purpose not otherwise prohibited Subsidiary Guarantor is a party or by this Indenturewhich the Company or any Subsidiary Guarantor is bound.

Excess Cash Flow Offer. (a) If After the end of any New Parent and its Restricted Subsidiaries or fiscal year with respect to which the Company and its Restricted Subsidiaries has Excess Cash Flow (starting with the year ending January 1, 2008), the Company shall apply an amount (the “Excess Cash Flow Offer Amount”) equal to 75% of such Excess Cash Flow for any such fiscal year commencing with to make an offer to the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers Holders to repurchase all or any part of that Holder’s Notes a portion (in minimum amounts of $2,000 and integral multiples of principal amount of $1,000) at a purchase of their Notes with an aggregate repurchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued Excess Cash Flow Offer Amount pursuant to and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of conditions contained in this Indenture (an “Excess Cash Flow Offer”). Each Excess Cash Flow Offer will remain open for a period of such New Parent twenty (20) Business Days and its Restricted Subsidiaries or no longer, unless a longer period is required by law (the ”Excess Cash Flow Offer Period”). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and its Restricted Subsidiariesmail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, in each casepro rata (based on amounts tendered) or by such other method as may be required by law, on a consolidated basis for such fiscal year (or, if less than the amount of any open market purchases and any redemptions of Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to this Indenture made during such fiscal year)the Excess Cash Flow Offer. (b) Within If the Company is required to make an Excess Cash Flow Offer pursuant to clause (a) of this Section 4.20, the Company must send within 90 days after the end of any such fiscal year, commencing with the fiscal year ending December 31by registered first-class mail, 2008, the Issuers will send a notice an offer to each Holder and Holder, with a copy to the Trustee describing Trustee, which offer shall govern the offer to repurchase Notes with Excess Cash Flow (terms of the “Excess Cash Flow Offer”. Such offer shall state: (1) and offering the purchase price; (2) the Excess Cash Flow Offer Period; (3) that the Company is making an Excess Cash Flow Offer; (4) that any Note not tendered will continue to purchase Notes accrue interest, if applicable; (5) that unless the Company defaults on the date specified in payment of the noticepurchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; (6) the repurchase date, which date will must be no earlier than 30 days and no nor later than 60 days from the date such notice is sent. The Issuers will mailed, other than as may be required by law (the “Excess Cash Flow Offer Payment Date”); and (7) the address of the Paying Agent and the procedures that a Holder of Notes must follow to purchase Notes validly tendered accept the Excess Cash Flow Offer or to withdraw such acceptance in response accordance with this Section 4.20. (c) Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make 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 Excess Cash Flow Offer Payment Date. If only a portion of a Note is purchased pursuant to an Excess Cash Flow Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes (or portions thereof) purchased pursuant to an Excess Cash Flow Offer if will be cancelled and cannot be reissued. (d) Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: (1) accept for such relevant fiscal year is less than $5.0 million. payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent in cash an amount equal to 102% of the principal amount thereof, plus accrued but unpaid interest, if any, thereon to the Excess Cash Flow Offer Payment Date in respect of all Notes or portions thereof so tendered; provided that the aggregate amount so deposited shall not exceed the Excess Cash Flow Offer Amount; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. (e) With respect to each Excess Cash Flow Offer, the Issuers Company shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) Amount with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers Company in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Company may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose other lawful purpose. (f) In each Excess Cash Flow Offer, the Company will be required to repurchase Notes validly tendered in response to such Excess Cash Flow Offer in accordance with the procedures (including proration in the event of oversubscription) set forth in this Section 4.20. (g) Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to any Excess Cash Flow Offer shall be limited to the extent it would breach any covenant under the Credit Agreement or the Floating Rate Note Indenture (in each case, as in effect on the Issue Date) that limits the making of any dividends or distributions by any Restricted Subsidiary of the Company to the Company. (h) During the period from the date of the commencement by CitiSteel of an Excess Cash Flow Offer for any fiscal year to the first business day immediately succeeding the closing of an Excess Cash Flow Offer for such fiscal year, the Company will not otherwise prohibited permit CitiSteel or any of CitiSteel’s Restricted Subsidiaries to make any Restricted Payment that would limit the ability of CitiSteel to make a dividend or distribution to the Company in an amount sufficient to permit the Company to satisfy its obligations to make or consummate such Excess Cash Flow Offer. (i) 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 Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.20 the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.20 by this Indenturevirtue thereof.

Excess Cash Flow Offer. (a) If After the end of the six month period ending March 31, 2007 and any New Parent and its Restricted Subsidiaries six month period ending September 30 or March 31 thereafter with respect to which the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31Flow, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash shall apply an amount equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (reduced by the “Excess Cash Flow Offer”) and offering to purchase Notes on Issuers’ estimated expenses in making the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, as determined in good faith by the Issuers shall be entitled Company’s Manager) (after giving effect to reduce the applicable amount of the Excess Cash Flow Offer (such reduction for expenses, the “Excess Cash Flow Offer Amount”) to make an offer to the Holders to repurchase on a pro rata basis all or a portion (in integral multiples of principal amount of $1,000) of their Notes with respect thereto by the an aggregate repurchase price of any Notes theretofore repurchased by in cash equal to the Issuers in the open market or redeemed by the Issuers Excess Cash Flow Offer Amount pursuant to and subject to the conditions contained in this Indenture (an “Excess Cash Flow Offer”). Each Excess Cash Flow Offer will remain open for a period of twenty (20) Business Days and no longer, unless a longer period is required by law (the ”Excess Cash Flow Offer Period”). Promptly after the termination of the Excess Cash Flow Offer Period, the Issuers will purchase at a purchase price equal to 107.5% of the aggregate principal amount of the Notes tendered, plus accrued and unpaid Interest, to the extent such amount has not previously reduced any date of repurchase (the “Excess Cash Flow Offer Purchase Price”) and mail or deliver payment (up to the Excess Cash Flow Offer Amount). If ) for the aggregate principal amount of Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. (b) Within 60 days following the end of any six month period ending March 31 or September 30, commencing with the six month period ending March 31, 2007, in which there was Excess Cash Flow, the Issuers must mail or cause to be mailed a notice to each Holder stating, among other things: (i) the purchase price and the purchase date, which shall be no earlier than 10 days nor later than 30 days from the date such notice is mailed (the “Excess Cash Flow Payment Date”); (ii) that any Holder electing to have Notes purchased pursuant to an Excess Cash Flow Offer exceeds shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Payment Date; and (iii) that the Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Excess Cash Flow Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have such Notes purchased. (c) The Issuers may at their election make an Excess Cash Flow Offer prior to being obligated to do so and may defer any Excess Cash Flow Offer until the cumulative Excess Cash Flow Offer Amount resulting from Excess Cash Flow from one or more six month periods that has not been applied pursuant to the immediately preceding paragraph is equal to or in excess of $1.0 million, in which case the accumulation of such amount shall constitute an Excess Cash Flow Offer Trigger Date and shall be applied as required pursuant to this Section 4.25. (d) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.25 (which conflict is described in a written notice prepared by outside legal counsel to the Issuers and delivered to the Trustee), the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.25 by virtue thereof. (e) On the Excess Cash Flow Payment Date, the Issuers shall, to the extent lawful, (i) accept for payment the Notes or portions thereof tendered pursuant to the Excess Cash Flow Offer, (ii) deposit with the Paying Agent an amount equal to the Excess Cash Flow Offer AmountPurchase Price in respect of all Notes or portions thereof so tendered and not withdrawn, and (iii) deliver or cause to be delivered to the Trustee will select the Notes so accepted, together with an Officers’ Certificate stating that the Notes or portions thereof tendered to the Issuers are accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall authenticate and mail (or cause to be accepted for purchase transferred by 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 shall be in the principal amount of $1,000 or an integral multiple thereof. The Issuers shall announce the results of the Excess Cash Flow Offer on or as soon as practicable after the Excess Cash Flow Payment Date. (f) If the Excess Cash Flow Payment Date hereunder is on or after an Interest Record Date on which the Holders of record have a pro rata basis. right to receive the corresponding Interest due and on or before the associated Interest Payment Date, any accrued and unpaid Interest due on such Interest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date. (g) If the aggregate repurchase price of Notes tendered pursuant to an any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Company may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this Indentureother lawful purpose. Upon completion of any Excess Cash Flow Offer, the Excess Cash Flow Offer Amount will be reset to zero.” 2.9 Section 6.1

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or on the last day of each fiscal year of the Company and its Restricted Subsidiaries (each, a "Measurement Date"), the Company: (1) has any Term Loan Indebtedness outstanding, (2) has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31ended on such Measurement Date, 2008and (3) after giving effect to any repayment of Term Loan Indebtedness and/or Excess Cash Flow Offer (each as described below) (assuming the Company repurchases the maximum amount of Notes possible in such offer), each Holder will have the right sum of the Company's cash, Cash Equivalents and amounts available for borrowing under the revolving credit portion of its Credit Facilities (after giving effect to require any borrowing base limitations) would be equal to or greater than $38.0 million (the Issuers "Minimum Liquidity"), then the Company shall, no later than the Excess Cash Flow Offer Date, apply an amount (the "Initial Excess Cash Flow Amount") equal to (a) 75% of the Excess Cash Flow for such fiscal year to prepay, repay, redeem or repurchase all (and permanently reduce the commitments under) Term Loan Indebtedness (whether or not required by the terms of the documentation governing such Term Loan Indebtedness), and (b) 25% of the Excess Cash Flow for such fiscal year (or, if less, the amount equal to the difference between (i) 75% of the Excess Cash Flow for such fiscal year and (ii) the amount used to prepay, repay, redeem or repurchase Term Loan Indebtedness pursuant to clause (a) hereof) to make an offer (an "Excess Cash Flow Offer") to the Holders of Notes and any part other Indebtedness ranking equally with the Notes and having similar provisions requiring the Company to prepay, repay, redeem or repurchase such Indebtedness from Excess Cash Flow to purchase on a pro rata basis in proportion to the respective principal amounts (or accreted value, in the case of that Holder’s Indebtedness other than the Notes (in minimum amounts issued with original issue discount) of $2,000 the Notes and integral multiples of $1,000) such other Indebtedness then outstanding at a purchase price Purchase Price in cash equal to 101100% of the principal amount (or accreted value, in the case of Indebtedness other than the Notes issued with original issue discount) of the Notes repurchasedor such other Indebtedness to be purchased (the "Excess Cash Flow Purchase Price"), plus any together with accrued and unpaid interest and Additional Interest, if any, thereon to the date fixed for the purchase of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth terms of this Indenture. In connection with any prepayment, repayment, redemption or purchase of Term Loan Indebtedness pursuant to clause (a) above, the Company shall permanently retire such Indebtedness and shall cause the related loan commitments (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased. (b) If on any Measurement Date, the Company (1) has no Term Loan Indebtedness outstanding, (2) has Excess Cash Flow for the fiscal year ending on such Measurement Date and (3) after giving effect to any Excess Cash Flow Offer contemplated hereby would have Minimum Liquidity, then the Company shall, no later than the Excess Cash Flow Offer Date, apply an amount (the "Reduced Excess Cash Flow Amount") equal to 25% of the Excess Cash Flow for such fiscal year to make an Excess Cash Flow Offer to the Holders of Notes and such other Indebtedness ranking equally with the Notes and having similar provisions requiring the Company to prepay, repay, redeem or repurchase such Indebtedness from Excess Cash Flow to purchase on a pro rata basis in proportion to the respective principal amounts (or accreted value, in the case of Indebtedness issued with original issue discount) of the Notes and such other Indebtedness then outstanding at a Purchase Price in cash equal to the Excess Cash Flow Purchase Price, together with accrued and unpaid interest thereon to the date fixed for the purchase of the Notes pursuant to such Excess Cash Flow Offer in accordance with the terms of this Indenture. (c) Notwithstanding that a repayment of Term Loan Indebtedness may not be required by the provisions of this Section 4.19, nothing in this Section 4.12 4.19 shall be construed to prohibit the prepayment, repayment, redemption or repurchase of any Term Loan Indebtedness (whether or not required by the terms of the documentation governing such Term Loan Indebtedness). (d) Notwithstanding the requirements of paragraphs (a) and (b) of this Section 3.09 and such notice. The Issuers will 4.19, the Company shall not be required to make an Excess Cash Flow Offer to purchase Notes pursuant to this Section 4.19 if the then available Initial Excess Cash Flow for such relevant fiscal year Amount or Reduced Excess Cash Flow Amount (each, an "Excess Cash Flow Amount"), as the case may be, is less than $5.0 2.0 million. With respect to each Excess Cash Flow Offer, . (e) If the Issuers shall be entitled to reduce the applicable aggregate amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers and such other Indebtedness tendered pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds is less than the Excess Cash Flow Offer Amount, the Trustee will select Company may use any remaining Excess Cash Flow Amount for any purposes not prohibited by this Indenture. (f) The Company shall comply with the Notes requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to be accepted for purchase on a pro rata basis. If the aggregate extent such laws and regulations are applicable in connection with the repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.19 or Section 3.11, the Company shall comply with the applicable Excess Cash Flow Offer Amount, the Issuers may, subject securities laws and regulations and shall not be deemed to the other provisions of have breached its obligations under this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited Section 4.19 or Section 3.11 by this Indenturevirtue thereof.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any each four fiscal year, commencing with the fiscal year quarter period ending on or near December 31, 2008beginning in 2009, for which the Excess Cash Flow Offer Amount exceeds $1.0 million, the Issuers Company will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers Company will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 Indenture and such notice. The Issuers offer price will not be required equal to make an Excess Cash Flow Offer 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offerany, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount)date of purchase, and will be payable in cash. If the aggregate principal amount of Notes tendered pursuant to an into such Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase purchased on a pro rata basis. If , by lot or by such other method as the aggregate Trustee deems fair and appropriate. (b) The Company will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow Offer Amount for the relevant period does not exceed $1.0 million; provided that the amount not so used, if positive, shall be added to the Excess Cash Flow Amount for the next Excess Cash Flow Offer measurement period. (c) The Company will comply with the requirements of Rule 14a-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than Offer. To the applicable Excess Cash Flow Offer Amount, extent that the Issuers may, subject to the other provisions of any securities laws or regulations conflict with these provisions of this Indenture, use any the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under these provisions of the Indenture by virtue of such compliance. (d) Notwithstanding the foregoing, if the Credit Agreement prohibits the Company from repurchasing Notes in an Excess Cash Flow Offer, in lieu of making a required Excess Cash Flow Offer, the Company will deposit the Excess Cash Flow Offer Amount into the Escrow Account. The Notes will be secured on a second priority basis by the Escrowed Funds pursuant to an Escrow Agreement and the Credit Agreement will be secured on a first priority basis by the Escrowed Funds pursuant to an Escrow Agreement. The Escrowed Funds will be disbursed by the Collateral Agent, in accordance with an Escrow Agreement which shall provide, among other things, that: (1) the Escrowed Funds may only be released to the Company upon the receipt by the Collateral Agent of an Officers’ Certificate certifying that (i) such release of funds, and the use thereof as contemplated by this paragraph, are permitted under the Credit Agreement and the funds being released will be used solely and immediately to (A) repay borrowings under the Credit Agreement, which repayment will correspondingly permanently reduce the commitments with respect thereto and/or (B) to make an Excess Cash Flow Offer or (ii) the Note Obligations have been repaid in full and discharged, and (2) the Escrowed Funds will be invested in readily accessible, unrestricted money market funds that are solely invested in Government Securities. The Company will not use the Excess Cash Flow Offer Amount for any purpose not other than funding an Excess Cash Flow Offer or repaying borrowings under (or cash collateralizing letters of credit, to the extent a sufficient amount of availability for other letters of credit is correspondingly reduced, under) the Credit Agreement. Any repayment of borrowings or cash collateralizations of letters of credit under the Credit Agreement made with Excess Cash Flow Offer Amount funds will permanently reduce the amounts that would have otherwise prohibited by this Indenturebeen available for revolver or letter of credit borrowing, as applicable, under the Credit Agreement (including pursuant to clause (1) of the definition of “Permitted Debt”).

Excess Cash Flow Offer. (a) If any New Parent Commencing with the period beginning on the date of this Indenture and its Restricted Subsidiaries or ending July 31, 2004, and for each 12-month period ended July 31 thereafter until the maturity of the Notes, the Company and its Restricted Subsidiaries has shall make an offer (an "Excess Cash Flow Offer") to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased using the Excess Cash for any fiscal year commencing with the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) such period at a purchase price in cash equal to 101100% of the principal amount of the Notes repurchased, to be purchased plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of "Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal yearOffer Amount"). (b) Within 90 30 days after the end following each July 31 of any fiscal yeareach year where Excess Cash is available, commencing with the fiscal year ending December July 31, 20082004, as the case may be, the Issuers Company will send mail a notice to each Holder and stating: (1) that the Trustee describing the offer to repurchase Notes with Excess Cash Flow Offer is being made pursuant to this Section 4.21; (2) the “Excess Cash Flow Offer”) Offer Amount, the purchase price and offering to the purchase Notes on the date specified in the noticedate, which date will shall be no earlier than 30 days and no later than 60 45 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an mailed (the "Excess Cash Flow Offer Payment Date"); (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and making such notice. The Issuers will not be required payment, all Notes accepted for payment pursuant to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (will cease to accrue interest after the “Excess Cash Flow Offer Amount”Payment Date; (5) with respect thereto by the aggregate repurchase price of that Holders electing to have any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; (7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted purchased on a pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. (c) Prior to commencing any Excess Cash Flow Offer, the Company shall deliver to the Trustee an Officers' Certificate setting forth the Company's calculation of the Excess Cash that is subject of the Excess Cash Flow Offer. (d) On the Excess Cash Flow Payment Date, the Company will, to the extent lawful: (1) accept for purchase payment, on a pro rata basis. If , to the aggregate repurchase price extent necessary, all notes or portions of Notes notes properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent an amount equal to the Excess Cash Offer Amount in respect of all Notes or portions of Notes on a pro rata basis, to the extent necessary, properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Excess Cash payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by 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 new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. (e) If and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the exchange so require, the Company will publish notices relating to the Excess Cash Flow Offer in a leading newspaper of general circulation in Luxembourg. (f) The Company may use any Excess Cash that remains after consummation of an Excess Cash Flow Offer is less than the applicable ("Eligible Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow Cash") for any purpose not otherwise prohibited by this Indenture. (g) 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 those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.21, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.21 by virtue of such conflict.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year of the Company, commencing with the fiscal year ending nearest December 31, 20082009, each Holder will have the right Company has Excess Cash Flow, the Company shall be required within 120 days after the end of such fiscal year to require the Issuers consummate an offer to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,0001,000 except that no Note may be tendered in part if the remaining principal amount would be less than $2,000) from Holders (an “Excess Cash Flow Offer”), which offer shall be in an aggregate amount equal to the excess of (i) 50% of Excess Cash Flow for such fiscal year minus (ii) the lesser of (x) the aggregate principal amount of Notes optionally redeemed or optionally repurchased (in open market transactions, by tender offer or otherwise but excluding, for the avoidance of doubt, Notes redeemed pursuant to Section 5.2 or purchased pursuant to an Excess Cash Flow Offer pursuant to this Section 3.13, Asset Disposition Offer pursuant to Section 3.8 or Springing Maturity Offer pursuant to Section 3.12) by the Company during such fiscal year and (y) the aggregate purchase or redemption price paid by the Company for all such purchases referred to in subclause (x) above during such fiscal year (the “Excess Cash Flow Offer Amount”), on a pro rata basis according to principal amount but subject to such rounding as may be determined by the Trustee to ensure Notes are purchased in the denominations provided above, at a purchase price in cash equal to 101100.0% of the principal amount of the Notes repurchasedNotes, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase (subject to the rights right of Holders of Notes 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 repurchaseDate), in accordance with 50% the procedures (including prorating in the event of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, oversubscription) set forth in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year)Indenture. (b) Within 90 days after the end of any fiscal year, commencing with the each fiscal year ending December 31, 2008in which the Company has Excess Cash Flow, the Issuers will send Company shall mail a notice setting forth the Excess Cash Flow Offer to each Holder and at the Trustee describing address appearing in the offer Note Register, with a copy to repurchase Notes with the Trustee, stating: (i) that an Excess Cash Flow Offer is being made, the maximum aggregate principal amount of Notes that the Company may be required to purchase in such offer, and that such Holder has the right to require the Company to purchase such Holder’s Notes (subject to proration) at a purchase price in cash equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Excess Cash Flow OfferPayment”); (ii) and offering to purchase Notes on the repurchase date specified in the notice, (which date will shall be no earlier than 30 20 business days after such notice is mailed and no later than 60 120 days from after the date such notice is sent. The Issuers will be required end of the applicable fiscal year) (the “Excess Cash Flow Payment Date”); and (iii) the procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to purchase have its Notes repurchased. (c) On the Excess Cash Flow Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Excess Cash Flow Offer (subject to proration in the event the aggregate Excess Cash Flow Payment for all Notes validly tendered in response such offer exceeds the Excess Cash Flow Offer Amount); (ii) deposit with the Paying Agent an amount equal to the Excess Cash Flow Payment in respect of all Notes or portions of Notes so accepted for payment; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent shall promptly mail to each Holder of Notes so accepted the Excess Cash Flow Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by 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 shall be in a principal amount of $2,000 or larger integral multiples of $1,000. (e) If an Excess Cash Flow Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall be paid on the relevant Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender pursuant to the Excess Cash Flow Offer. (f) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such conflict. Notwithstanding the foregoing provisions of this Section 3.13, the Company shall not be required (but may elect to do so) to make an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of 3.13 unless the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) Amount with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent applicable period in respect of which such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than to be made exceeds $5.0 million (with lesser amounts in excess of $1.0 million being carried forward for the applicable Excess Cash Flow Offer Amount, purposes of determining whether the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow $5.0 million threshold has been met for any purpose not otherwise prohibited by this Indenturefuture period).

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has have Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 20082011, each Holder will have then, within 95 days after the right to require end of such fiscal year, the Issuers will be required to repurchase make an offer (an “Excess Cash Flow Offer”) to all or any part Holders to purchase the maximum principal amount of Notes that Holder’s Notes may be purchased with the lesser of (in minimum amounts a) $30.0 million and (b) 75% of $2,000 and integral multiples of $1,000) at a purchase such Excess Cash Flow for such fiscal year (the “Excess Cash Flow Offer Amount”); provided that for the fiscal year ending December 31, 2011, Excess Cash Flow will be calculated for the eighteen-month period ending December 31, 2011. The offer price for such Excess Cash Flow Offer shall be an amount in cash (the “Excess Cash Flow Offer Payment”) equal to 101102% of the principal amount of the Notes repurchasedthereof, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of “Excess Cash Flow Offer Payment Date”). To the extent that the aggregate amount of such New Parent and its Restricted Subsidiaries or Notes tendered pursuant to an Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Company and its Restricted SubsidiariesSubsidiaries may use any remaining Excess Cash Flow Offer Amount for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the Excess Cash Flow Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis based upon principal balance of Notes surrendered, subject to the Applicable Procedures. (b) With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable Excess Cash Flow Offer Amount with respect thereto by an amount equal to the sum of (x) the aggregate repurchase price paid for any Notes theretofore repurchased by the Issuers in the open market (and cancelled by the Issuers) and (y) the aggregate redemption price paid for any Notes theretofore redeemed pursuant to one or more optional redemptions (other than any redemptions pursuant to Section 3.07(b)) or pursuant to Section 3.08(b), in each case, on a consolidated basis for during the period with respect to which such fiscal year (less Excess Cash Flow was being computed. Notwithstanding anything to the amount contrary in the immediately preceding sentence, the Issuers shall not be entitled to reduce the applicable Excess Cash Flow Offer Amount by the aggregate repurchase price of any open market purchases and any redemptions of Notes theretofore repurchased by the Issuers pursuant to this Indenture made any Asset Sale Offers, Change of Control Offers or Excess Cash Flow Offers during such fiscal year)period. (bc) Within 90 Notwithstanding the foregoing provisions of this covenant, the Issuers will not be required (but may elect to do so) to make an Excess Cash Flow Offer in accordance with this covenant unless the Excess Cash Flow Offer Amount with respect to the applicable period in respect of which such Excess Cash Flow Offer is to be made exceeds $2.5 million (with lesser amounts being carried forward for purposes of determining whether the $2.5 million threshold has been met for any future period). Upon completion of each Excess Cash Flow Offer, the Excess Cash Flow Offer Amount will be reset at zero. (d) Upon the commencement of an Excess Cash Flow Offer, the Issuers shall send, by first class mail, within 95 days after the end of any fiscal year, commencing with the such fiscal year ending December 31, 2008, the Issuers will send a notice an offer to each Holder and Holder, with a copy to the Trustee describing Trustee, which offer shall govern the offer to repurchase Notes with terms of the Excess Cash Flow (Offer and contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the “Excess Cash Flow Offer”. Such offer shall state: (i) that the Excess Cash Flow Offer is being made pursuant to this Section 5.15 and offering that all Notes validly tendered and not withdrawn shall be accepted for payment; (ii) that the Excess Cash Flow offer shall remain open for a period of 20 Business Days following its commencement and no longer (except to the extent that a longer period is required by applicable law); (iii) the purchase Notes on price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is sent. The mailed, other than as may be required by law; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Issuers will default in the payment of the Excess Cash Flow Offer Payment, all Notes accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrue interest on the Excess Cash Flow Offer Payment Date; (vi) that Holders electing to have any Notes purchased pursuant to a Excess Cash Flow Offer shall be required to purchase surrender the Notes validly or transfer the Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the expiration of the Excess Cash Flow Offer, subject to the Applicable Procedures; (vii) that Holders shall be entitled to withdraw tenders of their Notes if the Paying Agent receives, not later than the expiration of the Excess Cash Flow Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tender of such Notes, subject to the Applicable Procedures; and (viii) that Holders whose Notes are purchased only in response part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof, subject to the Applicable Procedures. (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 5.15, the Issuers shall comply with the applicable securities laws and regulations and shall be deemed to have not breached their obligations under this Section 5.15 by virtue thereof. (f) If only a portion of a Note is purchased pursuant to an Excess Cash Flow Offer, a new Note in a principal amount equal to the portion thereof not purchased shall be issued in the name of the Holder thereof and authenticated by the Trustee upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note shall be made). Notes (or portions thereof) purchased pursuant to an Excess Cash Flow Offer shall be cancelled and cannot be reissued. (g) On the Excess Cash Flow Offer Payment Date, the Issuers shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Excess Cash Flow Offer and not withdrawn (subject to proration in accordance with the procedures set forth in this Section 4.12 5.15 in the event of oversubscription); (ii) deposit with the Paying Agent no later than 11:00 a.m. Eastern Time an amount equal to the aggregate purchase price to be paid in such Excess Cash Flow Offer in respect of all Notes or portions of Notes properly tendered and Section 3.09 not withdrawn; and (iii) deliver or cause to be delivered to the Trustee the Notes or portions of Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. (h) The Paying Agent shall promptly mail or wire transfer to each Holder of Notes or portions of Notes properly tendered and not withdrawn the purchase price payable with respect to such noticeNotes or portions of Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered. Any Note or portion of Note accepted for payment pursuant to an Excess Cash Flow Offer shall cease to accrue interest on and after the Excess Cash Flow Offer Payment Date. The Issuers will (or the Trustee upon request and at the expense of the Issuers) shall notify the Holders of the results of any Excess Cash Flow Offer promptly after the Excess Cash Flow Offer Payment Date. (i) Notwithstanding anything to the contrary herein, the Issuers shall not be required to make an Excess Cash Flow Offer if notice of redemption for all of the Excess Cash Flow for such relevant fiscal year then outstanding Notes has been given pursuant to Section 3.03, unless and until there is less than $5.0 million. With respect a default in payment of the applicable redemption price. (j) Prior to each the time the Issuers are required to make an Excess Cash Flow Offer, the Issuers shall provisions in this Section 5.15 may be entitled to reduce waived or modified with the applicable written consent of the Holders of a majority in principal amount of the Excess Cash Flow Offer Notes (the “Excess Cash Flow Offer Amount”) including consents obtained in connection with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market a purchase of, or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amounttender offer or exchange offer for, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose not otherwise prohibited by this IndentureNotes).

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow (i) for the period from the Issue Date to December 31, 2005 (the “Initial Period”) and (ii) subsequent to the Initial Period, for any fiscal year (the “Relevant Fiscal Year”), commencing with the fiscal year ending on December 31, 20082006, each Holder will have then the right Company shall apply an amount (the “Excess Cash Flow Offer Amount”) equal to require 75% of such Excess Cash Flow for such period to make an offer to the Issuers Holders to repurchase all or any part of that Holder’s Notes a portion (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase of their Notes with an aggregate repurchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued Excess Cash Flow Offer Amount pursuant to and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of conditions contained in this Indenture (an “Excess Cash Flow Offer”). Each Excess Cash Flow Offer will remain open for a period of such New Parent twenty (20) Business Days and its Restricted Subsidiaries or no longer, unless a longer period is required by law (the ”Excess Cash Flow Offer Period”). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and its Restricted Subsidiariesmail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, in each casepro rata (based on amounts tendered) or by such other method as may be required by law, on a consolidated basis for such fiscal year (or, if less than the amount of any open market purchases and any redemptions of Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to this Indenture made during such fiscal year)the Excess Cash Flow Offer. (b) Within 90 days after the end of any fiscal year, commencing year (or portion thereof) with respect to which the fiscal year ending December 31, 2008, the Issuers will send a notice Company is required to each Holder and the Trustee describing the offer to repurchase Notes with make an Excess Cash Flow Offer pursuant to clause (a) of this Section 4.23, the “Company must send, by registered first-class mail, an offer to each Holder, with a copy to the Trustee, which offer shall govern the terms of the Excess Cash Flow Offer”. Such offer shall state: (1) the purchase price; (2) the Excess Cash Flow Offer Period; (3) that the Company is making an Excess Cash Flow Offer; (4) that any Note not tendered will continue to accrue interest, and offering to purchase Notes Additional Interest, if applicable; (5) that unless the Company defaults on the date specified in payment of the noticepurchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest, and Additional Interest, if applicable, after the Excess Cash Flow Offer Period; (6) the repurchase date, which date will must be no earlier than 30 days and no nor later than 60 days from the date such notice is sent. The Issuers will mailed, other than as may be required by law (the “Excess Cash Flow Offer Payment Date”); and (7) the address of the Paying Agent and the procedures that a Holder of Notes must follow to purchase Notes validly tendered accept the Excess Cash Flow Offer or to withdraw such acceptance in response accordance with this Section 4.23. (c) Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make 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 Excess Cash Flow Offer Payment Date. If only a portion of a Note is purchased pursuant to an Excess Cash Flow Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). Notes (or portions thereof) purchased pursuant to an Excess Cash Flow Offer if will be cancelled and cannot be reissued. (d) Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: (1) accept for such relevant fiscal year is less than $5.0 million. payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent in cash an amount equal to 102% of the principal amount (without premium), plus accrued but unpaid interest and Additional Interest, if any, thereon to the Excess Cash Flow Offer Payment Date in respect of all Notes or portions thereof so tendered; provided that the aggregate amount so deposited shall not exceed the Excess Cash Flow Offer Amount; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. (e) With respect to each Excess Cash Flow Offer, the Issuers Company shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) Amount with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers Company in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Company may, subject to the other provisions of this Indenture, use any such Excess Cash Flow for any purpose other lawful purpose. (f) In each Excess Cash Flow Offer, the Company will be required to repurchase Notes validly tendered in response to such Excess Cash Flow Offer in accordance with the procedures (including proration in the event of oversubscription) set forth in this Section 4.23. The Company will not otherwise prohibited be required to make an Excess Cash Flow Offer relating to any Relevant Fiscal Year if the Excess Cash Flow for such Relevant Fiscal Year is less than $2.0 million. (g) Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to any Excess Cash Flow Offer shall not be required if it would breach any covenant under the Credit Agreement that prohibits the consummation of the applicable Excess Cash Flow Offer and shall be limited to amounts as provided under the Credit Agreement. (h) 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 Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this IndentureSection 4.23 the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.23 by virtue thereof.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or Within 90 days after the Company and its Restricted Subsidiaries has end of each full fiscal year following the Issue Date for which the Excess Cash Flow for any fiscal year commencing with Offer Amount exceeds $5.0 million, to the fiscal year ending December 31, 2008, each Holder extent permitted by its Credit Facilities the Company will have the right offer to require the Issuers to repurchase all or any part of that Holder’s purchase Notes (in minimum amounts of $2,000 and integral multiples of $1,000the “Excess Cash Flow Offer”) at a purchase an offer price in cash equal to 101100% of the aggregate principal amount of the Notes repurchased, repurchased plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase“Excess Cash Flow Offer Payment”), and such offer price will be payable in cash with 50% of the Company’s Excess Cash Flow from the prior fiscal year. If the aggregate principal amount of Notes tendered into such New Parent and its Restricted Subsidiaries or Excess Cash Flow Offer exceeds the Company and its Restricted SubsidiariesExcess Cash Flow Offer Amount, in each case, the Trustee will select the Notes to be purchased on a consolidated basis for pro rata basis, by lot or by such fiscal year (less other method as the amount of any open market purchases Trustee deems fair and any redemptions of Notes pursuant to this Indenture made during such fiscal year)appropriate. (b) Within 90 days after following the end of any each such full fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers Company will send mail a notice to each Holder holder and the Trustee describing the offer offering to repurchase Notes with Excess Cash Flow as of the date specified in the notice (the “Excess Cash Flow OfferOffer Purchase Date”) and offering to purchase Notes on the date specified in the notice), which date will be no earlier than 30 days and no later than 60 days from the date such notice is sentmailed. The Issuers will be required to purchase Notes validly tendered in response to an Such notice shall state: (1) that the Excess Cash Flow Offer in accordance with the procedures set forth in is being made pursuant to this Section 4.12 4.06; (2) the purchase price and Section 3.09 and such notice. The Issuers will not be required to make an the Excess Cash Flow Offer if Purchase Date; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, Company defaults in the Issuers shall be entitled to reduce the applicable amount payment of the Excess Cash Flow Offer (Payment, all Notes accepted for payment pursuant to the “Excess Cash Flow Offer Amount”) with respect thereto by will cease to accrue interest after the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Purchase Date; (5) that Holders electing to have any Notes tendered purchased pursuant to an Excess Cash Flow Offer exceeds will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the paying agent appointed by the Company at the address specified in the notice prior to the close of business on the third Business Day preceding the Excess Cash Flow Offer AmountPurchase 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 Excess Cash Flow Offer Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Trustee will select 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 accepted for purchase on a pro rata basis. If equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. (c) The Company will comply with the aggregate requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than Offer. To the extent that the provisions of any securities laws or regulations conflict with the Excess Cash Flow provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict. (d) On or before the Excess Cash Flow Offer AmountPurchase Date, the Issuers mayCompany will, subject to the other provisions extent lawful accept for payment all Notes or portions of this Indenture, use any such Notes properly tendered pursuant to Excess Cash Flow Offer. Promptly after such acceptance, on the Excess Cash Flow Offer Purchase Date, the Company will: (1) deposit with the paying agent an amount equal to the Excess Cash Flow Offer Payment in respect of all Notes or portions of Notes properly tendered; and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (e) On the Excess Cash Flow Offer Purchase Date, the paying agent will mail to each holder of Notes properly tendered the Excess Cash Flow Offer Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any purpose not otherwise prohibited by this Indentureunpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. (f) The Company will publicly announce the results of the Excess Cash Flow Offer as soon as practicable after the Excess Cash Flow Offer Purchase Date.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or On the last Business Day of September of each year, commencing September 28, 2001, the Company shall calculate its Excess Cash Flow for the most recently ended fiscal, and its Restricted Subsidiaries certify to the Trustee in writing the calculations to compute such Excess Cash Flow; and if the Company has Excess Cash Flow for any fiscal year commencing with of at least $2.5 million, it shall make an offer (an "Excess Cash Flow Offer") to purchase Notes and prepay Indebtedness outstanding under the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) Term Loan Credit Facility at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus any accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase or prepayment; provided that the amount required to be paid by the Company to repurchase such Notes and prepay Indebtedness outstanding under the Term Loan Credit Facility (subject exclusive of interest) shall be limited to the rights lesser of Holders (a) $5.0 million and (b) an amount equal to such Excess Cash Flow; and provided further that, after satisfying its obligations under Section 4.24, the Company may, but shall have no obligation to, offer to purchase additional Notes and make additional prepayments of Notes on the relevant Record Date to receive interest due on Indebtedness outstanding under the relevant Interest Payment Date that is on or prior Term Loan Credit Facility, also at 101% of the aggregate principal amount thereof, plus accrued interest, if any, up to the date entire amount of repurchase), with 50% of the Excess Cash Flow (if greater than $5.0 million). The Company must commence its Excess Cash Flow Offer not later than the date on which it delivers to the Trustee the certificate computing the Excess Cash Flow. If the aggregate purchase price of the Notes (exclusive of interest) tendered pursuant to such New Parent Excess Cash Flow Offer and its Restricted Subsidiaries or the principal amount of Indebtedness under the Term Loan Credit Facility to be prepaid is less than the Excess Cash Flow, then the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less Subsidiaries may use the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with remaining Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be after making any required to purchase Notes validly tendered in response payments pursuant to an Additional Excess Cash Flow Offer in accordance with Section 4.24 for general corporate purposes not prohibited by the procedures set forth in terms of this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Indenture. (b) Each Excess Cash Flow Offer if shall remain open for a period of 20 Business Days and no longer, unless a longer period is required by law (the "Excess Cash Flow for such relevant fiscal year is less than $5.0 millionOffer Period"). With respect to each Excess Cash Flow Offer, Promptly after the Issuers shall be entitled to reduce the applicable amount termination of the Excess Cash Flow Offer Period (the “"Excess Cash Flow Offer Amount”) with respect thereto Payment Date"), the Company shall purchase and mail or deliver payment for the Notes or portions thereof tendered and the principal amount of Indebtedness under the Term Loan Credit Facility to be prepaid, pro rata or by the aggregate repurchase price of any Notes theretofore repurchased such other methods as may be required by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount)law. If the aggregate The principal amount of Notes tendered required to be purchased and the principal amount of Indebtedness under the Term Loan Credit Facility to be prepaid pursuant to an Excess Cash Flow Offer exceeds may be reduced by the principal amount of Notes acquired by the Company through purchase or redemption and surrendered to the Trustee for cancellation and the principal amount of Indebtedness under the Term Loan Credit Facility prepaid (other than pursuant to a Change of Control Offer, an Excess Proceeds Offer or an Additional Excess Cash Flow Offer) subsequent to the end of the fiscal year preceding such Excess Cash Flow Offer and prior to the Excess Cash Flow Payment Date. (c) If an Excess Cash Flow Offer is required by the terms of this Indenture, the Company shall commence such offer by mailing to the Trustee and each Holder, at such Holder's last registered address, a notice, which shall govern the terms of the Excess Cash Flow Offer Amountand shall state: (i) that the Excess Cash Flow Offer is being made pursuant to this Section 4.23, the Trustee will select the principal amount of Notes to which shall be accepted for purchase payment and the principal amount of Indebtedness under the Term Loan Credit Facility to be prepaid and that all Notes validly tendered together with the principal amount of Indebtedness under the Term Loan Credit Facility for which the holders thereof have requested prepayment shall be accepted for payment on a pro rata basis. If basis (or by such other method as may be required by law); (ii) the aggregate repurchase purchase price and the Excess Cash Flow Payment Date; (iii) that any Notes not tendered or accepted for payment pursuant to the Excess Cash Flow Offer shall continue to accrue interest; (iv) that, unless the Company defaults in the payment of the purchase price with respect to any Notes tendered tendered, Notes accepted for payment pursuant to the Excess Cash Flow Offer shall cease to accrue interest after the Excess Cash Flow Payment Date; (v) that Holders electing to have Notes purchased pursuant to an Excess Cash Flow Offer is less than shall be required to surrender their Notes, with the applicable form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to the close of business on the third Business Day immediately preceding the Excess Cash Flow Offer AmountPayment Date; (vi) that Holders shall be entitled to withdraw their election if the Company receives, not later than the Issuers may, subject to close of business on the other provisions of this Indenture, use any such second Business Day preceding the Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has First Half Excess Cash Flow Offer Amount for any fiscal year commencing is greater than zero, the Issuers shall make a pro rata offer to repurchase First Priority Notes (the "First Half Excess Cash Flow Offer") at the Excess Cash Flow Offer Price per First Priority Note in the largest principal amount that is an integral multiple of $1,000 that may be repurchased with an amount equal to the First Half Excess Cash Flow Offer Amount for such fiscal year. In addition, if the Full Fiscal Year Excess Cash Flow Offer Amount is greater than zero, the Issuers will make a pro rata offer to repurchase First Priority Notes (the "Full Fiscal Year Excess Cash Flow Offer") at the Excess Cash Flow Offer Price per First Priority Note in the largest principal amount that is an integral multiple of $1,000 that may be repurchased with an amount equal to the Full Fiscal Year Excess Cash Flow Offer Amount for such fiscal year. (b) If a First Half Excess Cash Flow Offer or Full Year Excess Cash Flow Offer is required in any fiscal year, the Issuers shall mail a notice (an "Excess Cash Flow Offer Notice") to each holder of First Priority Notes by (i) in the case of a First Half Excess Cash Flow Offer, October 1 of such fiscal year ending December 31and (ii) in the case of a Full Fiscal Year Excess Cash Flow Offer, 2008April 1 of the subsequent fiscal year, in each Holder will have case to purchase Notes on the right applicable Excess Cash Flow Offer Date (as defined below) pursuant to require the procedures required by Section 4.25(c) and (d) hereof and described in such notice. Any Excess Cash Flow Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law. No later than five Business Days after the termination of any Excess Cash Flow Offer (an "Excess Cash Flow Offer Date"), the Issuers shall purchase, on a pro rata basis if necessary, all First Priority Notes tendered in response to repurchase all such Excess Cash Flow Offer. Payment for any First Priority Notes so purchased shall be made in the same manner as interest payments are made. (c) If any Excess Cash Flow Offer Date is on or any part of that Holder’s Notes (in minimum amounts of $2,000 after an interest record date and integral multiples of $1,000) at a purchase price in cash equal to 101% of on or before the principal amount of the Notes repurchasedrelated interest payment date, plus any accrued and unpaid interest and Additional Interest, if any, shall be paid to the date person in whose name a First Priority Note is registered at the close of business on such record date, and no additional interest will be payable to holders whose First Priority Notes are accepted for purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”. On or before any Excess Cash Flow Offer Date the Issuers shall, to the extent lawful, accept for payment (on a pro rata basis if necessary) and offering to purchase (a) that number of First Priority Notes on (or portions thereof) that may be purchased with the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase applicable Excess Cash Flow Offer Amount or (b) if First Priority Notes validly tendered in response to with an Excess Cash Flow Offer in accordance with Price equal to or less than the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an applicable Excess Cash Flow Offer if Amount have been tendered, all First Priority Notes tendered, and will deliver to the Excess Cash Flow First Priority Trustee an Officers' Certificate stating the number of First Priority Notes or portions thereof that were accepted for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased payment by the Issuers in the open market or redeemed by the Issuers pursuant to accordance with this Indenture (to Section 4.25. To the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an expended in any Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers may, subject excess shall be deposited in the Open Market Repurchase Account to the other provisions of this Indenture, use any such Excess Cash Flow extent required by the First Priority Indenture or may be used by the Issuers for any purpose not otherwise prohibited by this Indenture, including, without limitation, pursuant to Section 4.23. Upon completion of any Full Fiscal Year Excess Cash Flow Offer, the amount of Consolidated Excess Cash Flow shall be reset at zero. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after any Excess Cash Flow Offer Date) mail or deliver to each tendering holder of First Priority Notes a cash amount equal to the purchase price of the First Priority Notes being purchased on such Excess Cash Flow Offer Date, and the First Priority Trustee, upon delivery of an Officers' Certificate, will authenticate and mail or deliver a new Note to such holder of First Priority Notes in a principal amount equal to the unpurchased portion of such holder's First Priority Note that is surrendered. Any First Priority Note not so accepted will be promptly mailed or delivered by the Issuers to the holder thereof. The Issuers will publicly announce the results of any Excess Cash Flow Offer on the applicable Excess Cash Flow Offer Date. (d) Solely to the extent permitted by the First Priority Indenture or to the extent that no First Priority Notes are then outstanding, the Issuers shall determine the First Half Excess Cash Flow Amount and the Full Fiscal Year Excess Cash Flow Amount and make any Excess Cash Flow Offer that would be required if the Notes were First Priority Notes, except to the extent that, in any Excess Cash Flow Offer, the Excess Cash Flow Offer Amount exceeds the purchase price expended in any Excess Cash Flow Offer, the Issuers shall be permitted, after the consummation of such Excess Cash Flow Offer, to use such excess for any purpose not prohibited by this Indenture. (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes or First Priority Notes as a result of an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.25, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.25 by virtue thereof.

Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or Within one hundred twenty (120) days after the end of each fiscal year (beginning with the first full fiscal year after the Issue Date), the Company and its Restricted Subsidiaries has will make an offer to purchase to all Holders (the "Excess Cash Flow Offer") to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for any such fiscal year commencing with (the fiscal year ending December 31"Excess Cash Flow Offer Amount"), 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101100% of the principal amount Accreted Value of the Notes repurchasedto be purchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year). (b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sentpurchase. The Issuers will be required to purchase Notes validly tendered in response to an Each Excess Cash Flow Offer in accordance with shall remain open for a period of twenty (20) Business Days, unless a longer period is required by law (the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an "Excess Cash Flow Offer if Period"). Promptly after the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount termination of the Excess Cash Flow Offer (Period, the “Company shall purchase and send, by first-class mail, postage prepaid, payment for the Excess Cash Flow Offer Amount”Amount for the Notes or portions thereof tendered, pro rata (based on amounts tendered) with respect thereto or by such other method as may be required by law, or, if less than the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount)Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. If the aggregate principal amount of Notes tendered pursuant to an any Excess Cash Flow Offer exceeds is less than the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis. If the aggregate repurchase price of Notes tendered pursuant to an Excess Cash Flow Offer is less than the applicable Excess Cash Flow Offer Amount, the Issuers Company may, subject to the other provisions of this IndentureIndenture and the Collateral Agreements, use any such excess cash flow for general corporate purposes. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. (b) No later than thirty (30) days prior to the required purchase date, the Company shall send, by first-class mail, postage prepaid, notice to each holder, with a copy to the Trustee, which notice will govern the terms of the Excess Cash Flow Offer. Such notice will state, among other things: (1) the purchase price; (2) the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law; (3) that the Company is making an Excess Cash Flow Offer; (4) that any purpose Note not otherwise prohibited tendered will continue to accrue interest; (5) that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the purchase date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased; and (6) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof. (c) Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will 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 purchase date. (d) On the purchase date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; (2) deposit with the Paying Agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by this Indenturethe Company. (e) The Paying Agent shall promptly mail to each Holder of Notes so tendered the purchase price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered; provided that each such new Note will be in a principal amount at maturity of $1,000 or an integral multiple thereof. (f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow