Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000) of each such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Special Interest, if any, to on the Notes purchased, to, but excluding, the date of settlement (the “Change of Control Settlement Date”)purchase, subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Daterelevant interest payment date. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth stating the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On The Issuers will be required to use the 361st day after an Net Proceeds from any Asset Sale, if the aggregate amount Casualty Event or Condemnation Event remaining after all required purchases, prepayments and/or redemptions of Excess Proceeds then exceeds $20.0 million, the Company shall commence an First Priority Lien Obligations and Second Priority Lien Obligations to offer to all Holders of prepay Notes and other Third Priority Lien Obligations (an “"Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an "). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Special Interest, if any, thereon to on the Notes purchased, to, but excluding, the date of settlementpurchase, and will be payable in cash, subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturerelevant interest payment date. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders other Third Priority Lien Obligations tendered into such Asset Sale Offer (or lendersrequired to be purchased, collectively, prepaid or redeemed) exceeds the amount of Excess ProceedsNet Proceeds available therefor, the Trustee shall will select the Notes and Pari Passu Indebtedness such other Third Priority Lien Obligations to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbasis.

Repurchase at Option of Holder. (a) Within No later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,0001,000) of each such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Special Interest, if any, to on the Notes purchased, to, but excluding, the date of settlement (the “Change of Control Settlement Date”)purchase, subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Daterelevant interest payment date. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth stating the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On The Issuers will be required to use the 361st day after an Net Proceeds from any Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an Casualty Event or Condemnation Event to offer to all Holders of prepay Notes and other First Priority Lien Obligations (an “"Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an "). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Special Interest, if any, thereon to on the Notes purchased, to, but excluding, the date of settlementpurchase, and will be payable in cash, subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturerelevant interest payment date. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders other First Priority Lien Obligations tendered into such Asset Sale Offer (or lendersrequired to be purchased, collectively, prepaid or redeemed) exceeds the amount of Excess ProceedsNet Proceeds available therefor, the Trustee shall will select the Notes and Pari Passu Indebtedness such other First Priority Lien Obligations to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbasis.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have Company has previously or concurrently exercised their its right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an a cash tender offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have Company has previously or concurrently exercised their its right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset SaleSale (or the 721st day after an Asset Sale by any Foreign Subsidiary, or, in either case and at the Company’s option, any earlier Date), if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, unless the Issuers have previously or concurrently Company has exercised their its right to redeem all of the Notes Securities as described in paragraph 5 aboveParagraph 5, each Holder shall have the right to require the Company shall make an offer to repurchase (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess of $2,000thereof) of each such Holder’s Notes Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof (the “Change of Notes repurchased, Control Payment”) plus accrued and unpaid interest interest, if any, [and Additional Interest, if any,]* to, to but not including, the date of settlement purchase (the “Change of Control Settlement Payment Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right Company has mailed a redemption notice with respect to redeem all the outstanding Securities in connection with such Change of the Notes as described in paragraph 5 aboveControl, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and record setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On No later than the 361st day after an Asset SaleDisposition (or, at the Company’s option, such earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million10,000,000, the Company shall commence make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, Securities and to all holders of any other Pari Passu Indebtedness then outstanding, containing provisions similar to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures those set forth in the Indenture. If any Excess Proceeds remain after consummation Indenture with respect to offers to purchase or redeem with the proceeds of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by sales of assets pursuant to Section 4.6 of the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “"Change of Control Settlement Date”"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the First Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.09 3.04 of the First Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess of $2,000thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, unless each Holder shall have the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple multiples of $1,000 in excess of $2,000thereof) of each that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a purchase price “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interest and Additional Interest, if any, to thereon, to, but not including, the date of settlement repurchase (the “Change of Control Settlement Payment Date”,” which date shall be no earlier than the date of such Change of Control), subject provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed or sent the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the right of Holders of record on the relevant record date requirement to receive interest due on an Interest Payment Date that is on or prior to consummate the Change of Control Settlement Dateand redeems the Notes in accordance with such notice. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail or send a notice of the Change of Control Offer to each Holder and Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitutes constitute the Change of Control and setting forth the procedures governing offering to repurchase Notes on the Change of Control Offer as Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent, pursuant to the procedures required by Section 4.15 of the IndentureIndenture and described in such notice. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (A) to repay Indebtedness secured by such assets; (B) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or (C) any combination of the foregoing clauses (A) and (B). Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 361st 366th day after an Asset SaleSale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds then exceeds $20.0 million, Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company shall commence to make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, all Holders and to all holders of other Indebtedness that is pari passu with the Notes or any Pari Passu Indebtedness then outstandingNote Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, with a copy to the Trustee, to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, thereon to to, but not including, the date of settlementpurchase, subject and shall be payable in cash. The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $50.0 million resulting from one or more Asset Sales, at which time the right entire unutilized amount of Holders Excess Proceeds (not only the amount in excess of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, $50.0 million) shall be applied as provided in accordance with the procedures set forth in the IndentureSection 4.10(c). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu such other pari passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu such other pari passu Indebtedness to shall be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) based on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednesssuch other pari passu Indebtedness tendered. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior Excess Proceeds subject to any related purchase date and may elect such Asset Sale shall no longer be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe Excess Proceeds.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer a cash payment (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 25.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes shall have the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple multiples of $1,000 in excess of $2,000thereof) of each that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a purchase price “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchasedrepurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the “Change of Control Payment Date,” which date shall be no earlier than the date of such Change of Control), provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: to repay (A) Indebtedness secured by such assets; (B) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or (C) any combination of the foregoing. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, with a copy to the Trustee, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (purchase, and shall be payable in cash. The Company may defer the “Change Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of Control Settlement Date”)$25.0 million resulting from one or more Asset Sales, subject to at which time the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate entire unutilized amount of Excess Proceeds then exceeds (not only the amount in excess of $20.0 25.0 million, the Company ) shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to be applied as provided in Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture4.10(c). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu such other pari passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu such other pari passu Indebtedness to shall be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) based on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednesssuch other pari passu Indebtedness tendered. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior Excess Proceeds subject to any related purchase date and may elect such Asset Sale shall no longer be deemed to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notesbe Excess Proceeds.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s 's Notes at a purchase price equal to (i) 101% of the Accreted Value thereof, plus Liquidated Damages, if any, thereon to the date fixed for repurchase, if the repurchase occurs prior to April 15, 2005, or (ii) 100% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages, thereon, if any, to the date of settlement purchase, if the repurchase occurs on or after April 15, 2005 (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Restricted Subsidiary consummates any Asset SaleSales, if when the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, Indenture and to all holders of any Pari Passu such other Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu other Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value of the Notes, if the repurchase occurs before April 15, 2005, or the principal amount of the Notes thereof plus accrued and unpaid interest if the repurchase occurs before April 15, 2005, and Additional Interestin each case, Liquidated Damages thereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, such offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use Section 3.09 and such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu other Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.the

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes will have the right to require the Issuers have previously to purchase some or concurrently exercised their right all (in principal amounts of $1,000 or an integral multiple of $1,000) of such Holder’s Notes pursuant to redeem all of the Notes as offer described in paragraph 5 above, below (the Company shall make an offer (a “Change of Control Offer”), unless, after giving pro forma effect to the Change of Control, (i) Xxxxx’x and S&P shall have confirmed their ratings of the Notes at Ba3 or higher and BB- or higher, respectively, (ii) the ratio of Consolidated Income Available for Debt Service to repurchase all or any part (Annual Debt Service for the four consecutive fiscal quarters ended on the most recent Measurement Date prior to the date of such Change of Control after such Change of Control is at least equal to $2,000 the ratio of Consolidated Income Available for Debt Service to Annual Debt Service prior to such Change of Control and (iii) the Person formed by or an integral multiple surviving any consolidation or merger (if other than the Partnership) or to which any sale, assignment, transfer, conveyance or other disposition has been made forming the basis of $1,000 the Change of Control is principally engaged in excess a Permitted Business. Any Change of $2,000) Control Offer will include a cash offer price of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of any Notes repurchased, purchased plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “Change of Control Settlement DatePayment”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the . If a Change of Control Settlement Date. Within 30 days Offer is required, within 10 Business Days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee holder describing the transaction that constitutes the Change of Control and setting forth offering to repurchase Notes on a specified date (the procedures governing the “Change of Control Offer as required by Section 4.15 Payment Date”). The Change of Control Payment Date will be no earlier than 30 days and no later than 60 days from the Indenturedate the notice is mailed. (b) On the 361st day after an If Ventas, Inc. or a Restricted Subsidiary consummates any Asset Sale, if Sales or Qualified CMBS Transactions and the aggregate amount of Excess Proceeds then exceeds $20.0 35.0 million, the Company shall Issuers will commence an offer to all Holders of Notes and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in Section 4.13 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”” or “Qualified CMBS Transaction Offer,” as the case may be) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, or in connection with securitizations to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness other pari passu Debt that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and other pari passu Debt tendered pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the Company case may be, is less than the Excess Proceeds, the Issuers may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness other pari passu Debt surrendered by holders or lenders, collectively, thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness other pari passu Debt to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Qualified CMBS Transaction Offer, as the case may be, from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form form, attached hereto, entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.”

Repurchase at Option of Holder. (a) Within No later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem given notice of redemption of all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail (or send electronically) a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Intereston the Notes purchased, if any, to to, but excluding, the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Daterelevant interest payment date. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On The Company and its Subsidiaries must use the 361st day Net Proceeds from any Asset Sale (including a Designated Asset Disposition), Casualty Event or Condemnation Event that remain after any required application of such Net Proceeds to the repayment of Priority Lien Obligations to make an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and " to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out all holders of the Excess Proceeds, at an offer price in cash in an amount equal other Parity Lien Obligations containing provisions similar to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures those set forth in the Indenture. If any Excess Proceeds remain after consummation Indenture with respect to offers to purchase, repay or redeem with the proceeds of an Asset Sale Offersales of assets, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate maximum principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.A1-5

Repurchase at Option of Holder. (a) Within No later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. (c) In the event that the Anchor Acquisition is not closed on the terms contemplated by the Acquisition Agreement (with any such changes that the Company shall reasonably determine are appropriate) by June 30, 2014, or if the Acquisition Agreement is earlier terminated without the closing occurring thereunder, the Company shall, no later than 30 days thereafter, commence an offer to all Holders of Notes (an “Anchor Acquisition Offer”) to purchase a maximum of $235.0 million aggregate principal amount of Notes pursuant to Section 3.10 of the Indenture. The offer price in any Anchor Acquisition Offer shall be equal to 100% (or, at the Company’s election, a higher percentage) of the initial offer price plus accrued and unpaid interest, if any, to the date of settlement. If the aggregate principal amount of Notes tendered into the Anchor Acquisition Offer exceeds $235.0 million, the Trustee shall select the notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). Holders of Notes that are the subject of an offer to purchase shall receive an Anchor Acquisition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail (or otherwise send pursuant to the applicable procedures of the Depositary) a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within No later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.Passu

Repurchase at Option of Holder. (a) Within No later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within No later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. (c) In the event that the Anchor Acquisition is not closed on the terms contemplated by the Acquisition Agreement (with any such changes that the Company shall reasonably determine are appropriate) by June 30, 2014, or if the Acquisition Agreement is earlier terminated without the closing occurring thereunder, the Company shall, no later than 30 days thereafter, commence an offer to all Holders of Notes (an “Anchor Acquisition Offer”) to purchase a maximum of $235.0 million aggregate principal amount of Notes pursuant to Section 3.10 of the Indenture. The offer price in any Anchor Acquisition Offer shall be equal to 100% (or, at the Company’s election, a higher percentage) of the initial offer price plus accrued and unpaid interest, if any, to the date of settlement. If the aggregate principal amount of Notes tendered into the Anchor Acquisition Offer exceeds $235.0 million, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). Holders of Notes that are the subject of an offer to purchase shall receive an Anchor Acquisition Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, unless (i) a third party makes a Change of Control Offer or (ii) the Issuers have Issuer has previously or substantially concurrently exercised their right therewith delivered a redemption notice with respect to redeem all the outstanding Notes as described in Section 8(b) of this Note, the Issuer will make an offer to purchase all of the Notes as provided that Notes of €100,000 or less in principal amount may only be redeemed in whole and not in part) pursuant to the offer described in paragraph 5 above, Section 4.13(b) of the Company shall make an offer Indenture (a the “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional InterestAmounts, if any, to but excluding the date of settlement (repurchase; provided that if the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record repurchase date to receive interest due on an Interest Payment Date that is on or prior to after the Change record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of Control Settlement Datebusiness on such record date will receive interest on the repurchase date. Within 30 60 days following a any Change of Control, unless the Issuers have previously Issuer will deliver or concurrently exercised their right cause to redeem all of the Notes as described in paragraph 5 above, the Company shall mail be delivered a notice of the such Change of Control Offer electronically in accordance with the applicable procedures of the Relevant Clearing System or by first-class mail, with a copy to the Trustee, to each Holder and of Notes at the Trustee address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of the Relevant Clearing System, describing the transaction or transactions that constitutes constitute the Change of Control and setting forth offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures governing required by the Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as required by described in Section 4.15 4.13 of the Indenture. (b) On The Issuer will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the 361st day after Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption of all outstanding Notes has been given pursuant to the Indenture as described under Section 5 of this Note, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control. (c) The amount of any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.09(a) of the Indenture will be deemed to constitute “Excess Proceeds”. In the event of an Asset Sale, if Disposition that requires the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders purchase of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 4.09(c) of the Indenture, the Issuer will be required to commence an Asset Disposition Offer pursuant to Section 3.08 and to all holders Section 4.09(c) of any Pari Passu Indebtedness then outstanding, the Indenture to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes (and if required or permitted by the terms of any other Pari Passu Indebtedness, to the holders or lenders of such Pari Passu Indebtedness Indebtedness) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds, Proceeds at an the offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.Passu

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes will have the Issuers have previously or concurrently exercised their right to redeem all of require the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) Issuer to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of each such Holder’s 's Notes pursuant to an offer by the Issuer (a "Change of Control Offer") at an offer price (a purchase price "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, thereon to the date of settlementpurchase; PROVIDED, subject HOWEVER, that notwithstanding the occurrence of a Change of Control, the Issuer will not be obligated to offer to purchase or purchase the right Notes pursuant to Section 4.14 of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or Indenture if, prior to the Settlement Datetime that the Issuer would be required to offer to purchase the Notes as a result of such Change of Control, the Issuer has mailed the requisite irrevocable notice to redeem all the outstanding Notes pursuant to Section 3.03 of the Indenture and redeems all the Notes in accordance with such notice. Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the "Change of Control Payment Date") specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures set forth required by the Indenture and described in such notice. (b) Upon certain circumstances specified in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Issuer may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select be required to repurchase the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations proceeds of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an any Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the NotesSale.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, unless each Holder shall have the Issuers have previously or concurrently exercised their right to redeem all of require the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) Issuer to repurchase all or any part (equal to $2,000 1.00 or an integral multiple of $1,000 in excess of $2,000thereof) of each such Holder’s 's Notes (a "CHANGE OF CONTROL OFFER") at a purchase price price, in cash, equal to (x) 102% of the aggregate principal amount of the Notes repurchased if the Change of Control occurs prior to the earlier to occur of (A) September 11, 2006 and (B) the Issuer's satisfaction in full of its obligation to repurchase Notes out of Net Offering Proceeds pursuant to Section 4.19 of the Indenture or (y) 101% of the aggregate principal amount of the Notes repurchasedrepurchased if the Change of Control occurs on or after the earlier to occur of (A) September 11, 2006 and (B) the Issuer's satisfaction in full of its obligation to repurchase Notes out of the Net Offering Proceeds pursuant to Section 4.19 of the Indenture, in each case, plus accrued and unpaid interest and Additional Special Interest, if any, to on the date of settlement (Notes repurchased to, but excluding, the “Change of Control Settlement Date”), Payment Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to to, but excluding, the Change of Control Settlement Payment Date). Within 30 days following Holders of Notes that are the subject of an offer to purchase will receive a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer from the Issuer prior to each any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder and to Elect Purchase" on the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 reverse of the IndentureNotes. (b) On If the 361st day after an Issuer or one of its Restricted Subsidiaries consummates any Asset SaleSales, if they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount of Excess Proceeds then Net Available Cash from all Asset Sales following the date the Notes are first issued exceeds $20.0 15.0 million. Thereafter, once the Issuer or its Restricted Subsidiaries accumulates an additional aggregate $15.0 million of Net Available Cash from all Asset Sales, the Company shall Issuer shall, after application of the additional aggregate $15.0 million of Net Available Cash as provided in clause (a)(iii)(A) of Section 4.12 of the Indenture, commence an offer for Notes pursuant to all Holders the Indenture by applying the Net Available Cash in excess of Notes $15.0 million (an “Asset Sale Offer”"ASSET SALE OFFER") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Net Available Cash at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Special Interest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, such offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Net Available Cash, the Company Issuer (or such Restricted Subsidiary) may use such remaining Excess Proceeds excess Net Available Cash for any purpose not otherwise prohibited by the Indenture, including the repurchase of any subordinated notes required upon an Asset Sale by the indenture pursuant to which such subordinated notes were issued or as a dividend or distribution for the repurchase of the Convertible Notes required upon an Asset Sale by the Convertible Notes Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsNet Available Cash, the Trustee Issuer shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (in accordance with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis Section 3.09 of the aggregate principal amount of tendered Notes and Pari Passu IndebtednessIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes. To the extent an Asset Sale hereunder also constitutes an Asset Sale under the OpCo Senior Indenture or the OpCo Subordinated Indenture, an Asset Sale Offer is only required to be made out of the proceeds which remain after application of the proceeds in accordance with the OpCo Senior Indenture and the OpCo Subordinated Indenture and to the extent that such remaining proceeds may be paid as a dividend or distribution to the Issuer without violation of state surplus laws and the terms of the OpCo Senior Indenture, the OpCo Subordinated Indenture and the Senior Credit Facilities. (c) Each Holder shall have the right to require the Issuer to repurchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to each offer described below (an "IPO REDEMPTION OFFER") at the purchase price (expressed as percentages of principal amount), in cash set forth below (the "IPO REDEMPTION PURCHASE PRICE"), plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to, but excluding, the IPO Redemption Date (subject to the right of Holders on the relevant record date to receive interest to, but excluding, the IPO Redemption Payment Date (as defined below)) upon the completion of an Initial Public Offering and, if the Net IPO Proceeds are insufficient to permit the repurchase of the IPO Redemption Amount, of each subsequent underwritten public offering of common stock of SFC (each a "SUBSEQUENT OFFERING") during the periods indicated below to the extent of the Net Offering Proceeds therefrom:

Repurchase at Option of Holder. (a) Within Except as provided in the Indenture, no later than 30 days following the occurrence of a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within Except as provided in the Indenture, no later than 30 days following a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.