Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of (i) a Change of ControlControl and (ii) repayment in full of all Obligations under the New Credit Facility (and subject, if and to the Company shall be obligated extent that any Notes are held by an Affiliate of Holdco, to make an offer (a "Change the requirements of Control Offer") to the Holdco Note Indenture), each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to a minimum of $1,000 or an integral multiple thereofPrincipal Amount at Maturity) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, thereon to Accreted Value thereof at the date of purchase repurchase (the "Change of Control Payment"). Within ten 90 days following a any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Holdco or a Restricted Subsidiary of Holdco, as the case may be, shall apply such Net Proceeds, at its option (or to the extent the Company or Holdco is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility or, as long as and to the extent the Notes are held by an Affiliate of Holdco, the Holdco Notes Indenture), to (a) (i) repay Indebtedness under the New Credit Facility or (ii) repay or repurchase Pari Passu Indebtedness of the Company or any Guarantor, any Indebtedness of any Restricted Subsidiary of Holdco that is not a Subsidiary consummates Guarantor and, so long as and to the extent the Notes are held by an Affiliate of Holdco, the Holdco Notes (but only to the extent required under the Holdco Note Indenture), as the case may be, provided that, if the Company or any Asset SalesGuarantor shall so repay or purchase Pari Passu Indebtedness of the Company or such Guarantor, when it will equally and ratably reduce Indebtedness under the aggregate amount of Excess Proceeds exceeds $10.0 millionNotes and the Note Guarantee if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds below for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the Accreted Value of the Notes at the date of purchase, the amount of Excess Proceeds shall Notes that would otherwise be reset at zero.redeemed, or

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and any unpaid interestinterest thereon, thereon if any, to the date Change of purchase Control Payment Date (as hereinafter defined) (the "Change of Control Payment"). Within ten 30 days following of the occurrence of a Change of Control, the Company will shall notify the Trustee in writing of such proposed occurrence and shall make a Change of Control Offer. Within 30 days following the occurrence of a Change of Control, the Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 millionwithin 10 days following each Asset Sale Trigger Date, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase, Asset Sale Offer Purchase Date in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such excess for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount Holders of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds that are the amount subject of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness an offer to be purchased on a pro rata basis. Upon completion of purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase repurchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 90 days following a any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, PROVIDED that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then A1-R-2 redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary consummates thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale OfferASSET SALE OFFER") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, Control (such date being the Company shall be obligated to make an offer (a "Change of Control OfferTrigger Date") to ), each Holder of Notes shall have the right to repurchase require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to an Offer (as defined in the Indenture) pursuant to Section 3.08 of the Indenture at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase (the "purchase. Within 30 days following any Change of Control Payment"). Within ten days following a Change Trigger Date, subject to the provisions of Controlthe Indenture, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in at such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to Holder's registered address setting forth the procedures governing the Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds (as defined in the Indenture) in connection with an Asset Sale exceeds $10.0 million10,000,000 (such date being an "Asset Sale Trigger Date"), the Company shall be required to make an offer Offer pursuant to Section 3.08 of the Indenture to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of the Notes and such other pari passu Indebtedness then outstanding that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus any accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchasePurchase Date, in accordance with the procedures set forth in the Indenture and Indenture. Notwithstanding the foregoing, to the extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in such other pari passu Indebtednessthis or the preceding paragraph, but may be retained for so long, but only for so long, as the applicable local law prohibits repatriation to the United States. To the extent that the aggregate amount any Excess Proceeds remain after completion of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any such remaining Excess Proceeds amount for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are subject to an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse side of this Note.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on setting forth the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from procedures governing the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture Indenture; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and in such other pari passu Indebtednessthe denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to a Change of Control Offer at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and additional interest, thereon if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing describing, among other things, the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 90 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If 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 (1) prepay, repay or repurchase Senior Debt and, if (i) the Senior Debt repaid is revolving credit Indebtedness, and (ii) at the time of such Asset Sale and at the time of such repayment, the Company is not permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 of the Indenture, correspondingly reduce commitments with respect thereto or (2) to purchase Replacement Assets or to make a Subsidiary consummates any capital expenditure in or that is used or useful in a Permitted Business. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the immediately preceding sentence shall constitute "Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make an offer "Asset Sale Offer" to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu Indebtedness with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, of the Notes purchased plus accrued and unpaid interest and additional interest, thereon if any, thereon, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment")purchase. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from procedures governing the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds held by the Company in connection with an Asset Sale exceeds $10.0 5.0 million, the Company shall be required shall, pursuant to Section 3.09 of the Indenture, (i) make an offer to all Holders of Notes to purchase and all holders (ii) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Indebtedness of other pari passu Indebtedness containing the Company in accordance with provisions similar requiring the Company to those set forth in the Indenture with respect to offers to prepay, purchase or redeem such other pari passu Indebtedness with the proceeds of from any asset sales of assets (an "Asset Sale Offer") or offer to purchase do so), the maximum principal amount of Notes and of such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, pro rata in proportion to the respective principal amounts (or accreted value, as applicable) of the Notes and such other Indebtedness required to be prepaid, purchased or redeemed or tendered for pursuant to such offer (an "Asset Sale Offer"), at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture and in such other pari passu Indebtedness. To Indenture. (c) Holders of the extent Notes that are the aggregate amount subject of Notes and such other pari passu Indebtedness tendered pursuant an offer to an purchase will receive a Change of Control Offer or Asset Sale Offer is less than the Excess Proceeds, from the Company prior to any related purchase date and may use any remaining Excess Proceeds for any purpose not otherwise prohibited elect to have such Notes purchased by completing the Indenture. If the aggregate principal amount form titled "Option of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness Holder to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zeroElect Purchase" appearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 60 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a Subsidiary consummates controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes Debentures will have the right to require Holding to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Debentures pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to July 1, 2003) or 101% of the aggregate principal amount thereofthereof (if such date is on or after July 1, plus 2003) plus, in each case, accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase repurchase (the "Change of Control Payment"). Within ten 60 days following a any Change of Control, the Company Holding will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Debentures on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 360 days after the Company receipt of any Net Proceeds from an Asset Sale, Holding or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of Holding or any Indebtedness of any Restricted Subsidiary or (b) to the acquisition of a Subsidiary consummates controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, Holding may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall Holding will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets Debentures (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Debentures 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 thereof on the date of repurchase (if such date of repurchase is prior to July 1, 2003) or 100% of the aggregate principal amount thereofthereof (if such date of repurchase is on or after July 1, plus 2003) plus, in each case, accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness Debentures tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Holding may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness Debentures surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness Debentures to be purchased on a pro rata basis. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Debentures that are the subject of an offer to purchase may elect to have such Debentures purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Debentures.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest thereon, thereon if any, to the date of purchase repurchase (the "Change of Control Payment"); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this subparagraph in the event that it has exercised its rights to redeem all of the Notes as described in Section 5(c) hereof. Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Senior Debt and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a Subsidiary consummates legally binding agreement to reinvest, such Net Proceeds (or any Asset Salesportion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, when after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of the Indenture and in the agreements governing such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zerozero for purposes of the first sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% 10l% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, interest thereon to the date of purchase (the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. The Change of Control Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period"). No later than five Business Days after the termination of the Change of Control Offer Period (the "Change of Control Purchase Date"), the Company shall purchase all Notes tendered in response to the Change of Control Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (b) If Unless the Company or a Subsidiary consummates any Asset Salesotherwise complies with the provisions of Section 4.08 of the Indenture and, subject to the provisions of Section 4.08 of the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 million5,000,000, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of one-half of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than one-half of the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by (together with one- half of the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis) for general corporate purposes. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. An Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Asset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this covenant (the "Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 of the Indenture, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten Notice of a Change of Control Offer shall be mailed within 30 days following a Change of Control, the Company will mail a notice Control to each Holder describing of the transaction or transactions that constitute Notes containing the Change information set forth in Section 4.17 of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 25 million, the Company shall be required to make an offer to all Holders of Notes (and all holders of other pari passu Indebtedness containing provisions similar of the Company to those set forth in the Indenture with respect to offers to purchase or redeem extent required by the terms of such other pari passu Indebtedness with the proceeds of sales of assets Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of Notes (and other such other pari passu Indebtedness Indebtedness) that may be purchased out of does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate principal amount of Notes (and such other pari passu Indebtedness Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes (and such other pari passu Indebtedness surrendered by Holders thereof Indebtedness) tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such other pari passu Indebtedness Indebtedness) to be purchased shall be selected on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (repurchase, in accordance with the "Change of Control Payment")procedures set forth in the Indenture. Within ten 30 days following a any Change of Control, the Company will shall send by first-class mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If On the 361st day after an Asset Sale (the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer"), on a Subsidiary consummates any date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset SalesSales (at which time, when the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10 million, shall be applied as required above). (c) Any Net Loss Proceeds from an Event of Loss with respect to Collateral that are not applied or invested as provided in the first sentence of paragraph (a) of Section 4.19 of the Indenture prior to the 361st day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $10.0 5.0 million, the Company shall be required to will make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an a "Asset Sale Loss Proceeds Offer") to purchase on a date (the maximum principal "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes and such other pari passu Indebtedness that may be purchased out of equal to the Excess Loss Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereofof Notes to be purchased, plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase, purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in herein). If the Indenture and in such other pari passu Indebtednessaggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale a Loss Proceeds Offer is less than the Excess ProceedsLoss Proceeds Offer Amount, the Company may use apply any remaining Excess Net Loss Proceeds for to any purpose not otherwise prohibited by consistent with the Indenture. If Indenture and, following the aggregate principal amount consummation of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale each Loss Proceeds Offer, the amount of Excess Loss Proceeds Offer Amount shall be reset at to zero. Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 360 days after the occurrence of an Event of Loss.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company shall be obligated to make an offer repurchase all (a but not less than all) of such Holder's Notes (the "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase (the "Change of Control Payment")purchase. Within ten days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 5 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or the Restricted Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, unless the Company shall be obligated has exercised its right to make an offer (a "Change redeem the Notes pursuant to paragraph 5(c) of Control Offer") to this Note, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds exceeds $10.0 7.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of the Notes that are the subject of an offer to purchase will receive a Change of Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" appearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon interest to the date of purchase (repurchase, in accordance with the "Change of Control Payment")procedures set forth in the Indenture. Within ten days 5 Business Days following a any Change of Control, the Company will shall send by first-class mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If On the 271st day after an Asset Sale, or the 30th day after the termination of the acquisition agreement referred to in clause (3) of paragraph (a) of Section 4.10 of the Indenture, as applicable, or such earlier date, if any, as the Board of Directors of the Company determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and the holders of any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of such Senior Secured Indebtedness and, to the extent that such Net Proceeds Offer Amount relates to an Asset Sale of assets or property that did not constitute Collateral at the time of such Asset Sale and the terms of any pari passu Indebtedness require that an offer to purchase be made to all holders of such pari passu Indebtedness, to all holders of such Senior Secured Indebtedness and pari passu Indebtedness on a Subsidiary consummates any date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of such Senior Secured Indebtedness and pari passu Indebtedness on a pro rata basis, that amount of Notes (and Senior Secured Indebtedness and pari passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Senior Secured Indebtedness and pari passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset SalesSales (at which time, when the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10 million, shall be applied as required above). (c) Any Net Loss Proceeds from an Event of Loss with respect to Collateral that are not applied or invested as provided in the first sentence of Section 4.19 of the Indenture within the time periods set forth therein will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million5.0 million (such date, the "Loss Proceeds Offer Trigger Date"), the Company shall be required to will make an offer to all Holders and the holders of Notes and any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of other pari passu such Senior Secured Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an a "Asset Sale Loss Proceeds Offer") to purchase on a date (the "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the 90th day after the Event of Loss, or the 271st day after the Event of Loss if the Company had determined such longer period was applicable in accordance with Section 4.19 of the Indenture, the maximum principal amount of Notes (and such other pari passu Indebtedness Senior Secured Indebtedness) that may be purchased out of the such Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereofof Notes and Senior Secured Indebtedness to be purchased, plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase, purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in herein). If the Indenture and in such other pari passu Indebtednessaggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale a Loss Proceeds Offer is less than the Excess ProceedsLoss Proceeds Offer Amount, the Company may use apply any remaining Excess Net Loss Proceeds for to any purpose not otherwise prohibited consistent with the Indenture and, following the consummation of each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 270 days after the occurrence of an Event of Loss. (d) On the date that is ten Business Days following the 8 7/8% Notes Tender Offer Expiration Date, if an amount greater than $2.0 million remains in the Repurchase Sub-Account, such remaining amount (the "Available Repurchase Amount") shall be applied by the Indenture. If Company to make an offer to purchase (the aggregate principal amount of "Special Notes and such other pari passu Indebtedness surrendered by Offer") to all Holders, on a date (the "Special Notes Offer Date") not earlier than 30 nor later than 45 days following the 8 7/8% Notes Tender Offer Expiration Date from all Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, that amount of Notes equal in principal amount to the Available Repurchase Amount at a price equal to 98.782% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Upon completion Such Special Notes Offer shall be conducted in accordance with the provisions of an Asset Sale the Indenture as if such offer were a Net Proceeds Offer, the amount of Excess Proceeds shall be reset at zeromutatis mutandis.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's ’s Notes (a “Change of Control Offer”) at an offer a purchase price in cash equal to 101100% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest, thereon interest to the date of purchase subject to the right of Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "“Change of Control Payment Date"), pursuant to ”) and setting forth the procedures governing the Change of Control Offer as required by the Indenture and described in such noticeIndenture. (b) If Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) of the Company or a Subsidiary consummates any Asset Sales, when Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company shall be required to make will commence an offer to all Holders of Notes and and, at the option of the Company (unless otherwise required by the terms thereof), all holders of other Indebtedness that is pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets Notes (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Indebtedness, if applicable, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon interest to the date of purchase, and will be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an any Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall will be obligated required to make an offer Offer to Purchase (a "“Change of Control Offer"”) to each Holder of Notes to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes at an offer a purchase price (the “Purchase Price”) in cash equal to 101% of the principal amount thereofof the Notes tendered, plus accrued and unpaid interest, thereon interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within ten Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company will mail a notice commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the date procedures specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from Section 3.8 of the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary any of its Restricted Subsidiaries consummates an Asset Sale, any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sales, when Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, within thirty days thereof, the Company shall be required to will make an offer Offer to Purchase (“Asset Sale Offer”) to all Holders of Notes and all holders of other pari passu Indebtedness Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, in each case, equal to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount thereofof the Notes purchased, plus accrued and unpaid interest, thereon interest to but excluding the date of purchase, and will be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders that are the subject of a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Company prior to any related Purchase Date and may elect to have such Notes purchased by completing the form titled “ Option of Holder to Elect Purchase” appearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 20 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If 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 permanently repay (and reduce the commitments under) Senior Indebtedness of the Company or a Subsidiary consummates Guarantor or (b) to the acquisition of a Permitted Business, or a majority of the Voting Stock of, a Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets that are used or useful in a Permitted Business. 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 this Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the this Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an Asset Sale Offer, offer to purchase may elect to have such Notes purchased by completing the amount form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase repurchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 90 days following a any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, PROVIDED that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary consummates thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale OfferASSET SALE OFFER") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 20 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If 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 permanently repay (and reduce the commitments under) Senior Indebtedness of the Company or a Subsidiary consummates Guarantor or (b) to the acquisition of a Permitted Business, or a majority of the Voting Stock of, a Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets that are used or useful in a Permitted Business. A1-4 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 this Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the this Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an Asset Sale Offer, offer to purchase may elect to have such Notes purchased by completing the amount form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company Issuers shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when Sale for which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company Issuers shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and tendered into such other pari passu Indebtedness Asset Sale surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's Notes at an pursuant to the Change of Control Offer. In the Change of Control Offer, the Company will offer price (the "Change of Control Offer") a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment")purchase. Within ten 20 days following a any Change of Control, the Company will 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 date 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 A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Subsidiary consummates any Asset SalesSale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Indebtedness, including the Euro Notes, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, thereon if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, if the Company shall be obligated does not redeem the Notes pursuant to make an offer (a "Change of Control Offer") to paragraph 5(c), each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Notes to require the Company to repurchase such Notes upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Notes required by Section 9.2 of the Indenture. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor, if any will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 15 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") Offer to purchase the maximum principal amount of Notes and such any other pari passu Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to to, in the case of the Notes, 100% of the principal amount thereof, plus accrued and unpaid interest, interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof (or with respect to discount Pari Passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the Indenture and in such other pari passu or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Notes, and such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by Holders holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such the other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase repurchase (the "Change of Control PaymentOffer"). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to all Holders of Notes and holders of any other Pari Passu Debt outstanding with provisions requiring the Company to make an offer to purchase or redeem such indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase from all holders of the Notes, in accordance with the procedures set forth in Section 4.10 of the Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes and such other pari passu Indebtedness that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Asset Sale Offered Price (as defined herein) of all Notes tendered), and (B) to the extent required by such Pari Passu Debt to permanently reduce the principal amount of such Pari Passu Debt, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (an "Asset Sale Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds at over the Note Amount; provided that in no event will the Company be required to make an Asset Sale Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus accrued and unpaid interest thereon to the date of such repurchase plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount thereof, of the Notes plus accrued and unpaid interest, thereon if any, to the date of purchase(the "Asset Sale Offer Date") such Asset Sale Offer is consummated (the "Asset Sale Offered Price"), in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount Asset Sale Offered Price of the Notes and such other pari passu Indebtedness tendered pursuant to an the Asset Sale Offer is less than the Excess ProceedsNote Amount relating thereto or the aggregate amount of Pari Passu Debt that is purchased in an Asset Sale Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness Pari Passu Debt surrendered by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon the completion of the purchase of all the Notes tendered pursuant to an Asset Sale Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds Proceeds, if any, shall be reset at zero. (c) If the Company becomes obligated to make an Asset Sale Offer pursuant to the immediately preceding paragraph, the Notes and the Pari Passu Debt shall be purchased by the Company, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Asset Sale Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase on a date (the "Change of Control Payment")) no later than 60 Business Days after the occurrence of the Change of Control. Within ten 35 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the , which offer shall remain open for at least 20 Business Days following its commencement, but in any event no longer than 30 Business Days. The Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness will comply with the proceeds requirements of sales of assets (an "Asset Sale Offer") Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to purchase the maximum principal amount of Notes extent such laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% Notes as a result of the principal amount thereof, plus accrued and unpaid interest, thereon to the date a Change of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessControl. To the extent that the aggregate amount provisions of any such securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. On the Change of Control Payment Date, the Company will, to the extent lawful, (1) accept for payment all Notes and such other pari passu Indebtedness or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the (b) The Company will not, and will not permit any of its Subsidiaries to, engage in an Asset Sale Offer is in excess of $1,000,000 unless (i) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interest sold or otherwise disposed of and, in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the Company (or the Subsidiary, as the case may be) in any material respect than the Excess Proceedsthen prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by or such Subsidiary is in the Indenture. If the aggregate principal amount form of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds cash or Cash Equivalents; provided that the amount of Excess Proceeds(x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto, but excluding contingent liabilities and trade payables) of the Trustee shall select Company or any Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and from which the Company or such Subsidiary are unconditionally released from liability and (y) any notes, securities or other pari passu Indebtedness obligations received by the Company or any such Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Subsidiary into cash shall (to the extent of the cash received) be deemed to be purchased on a pro rata basiscash for purposes of this provision and the receipt of such cash shall be treated as cash received from the Asset Sale for which such Notes or obligations were received. Upon completion The Company or any of its Subsidiaries may apply the Net Proceeds from each Asset Sale, at its option within 360 days, (a) to permanently reduce any Senior Indebtedness, Guarantor Senior Indebtedness or, in the case of an Asset Sale Offerby a Foreign Subsidiary to permanently reduce Indebtedness of such Foreign Subsidiary (and in the case of any senior revolving indebtedness to correspondingly permanently reduce commitments with respect thereto), (b) to make capital expenditures, to commit to the amount acquisition of Excess another business or the acquisition of other long-term assets, in each case, in the same or a Related Business, or (c) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds shall be reset at zero.consist of insurance proceeds

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the principal amount thereofthereof plus, plus in each case, accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Controlin either case, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"). Within 30 days following any Change of Control, pursuant the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset SalesSale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of ControlControl Trigger Event, the Company shall be obligated to make an offer (a "“Change of Control Offer"”) to each Holder of Notes to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000) of such each Holder's ’s Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following a Change of ControlControl Trigger Event, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on setting forth the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from procedures governing the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by Section 4.15 of the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million30.0 million to the extent and in the manner required under Section 3.09 and 4.10 of the Indenture, the Company shall be required to make commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of other pari passu Pari Passu Indebtedness containing outstanding with similar provisions similar requiring the Company to those set forth in the Indenture with respect to offers make an offer to purchase or redeem such other pari passu Pari Passu Indebtedness with the proceeds of sales of assets (an "from any Asset Sale Offer") (“Pari Passu Notes”), to purchase the maximum principal amount of Notes and any such other pari passu Indebtedness Pari Passu Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, of the Notes and such Pari Passu Notes plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednessor agreements governing the Pair Passu Notes, as applicable. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceedsamount the Company is required to repurchase, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceedsthe Company is required to repurchase, the Trustee shall select the Notes and such other pari passu Indebtedness Pari Passu Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date of purchase (in either case, the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets 1997 Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of 1997 Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon interest to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness1997 Indenture. To the extent that the aggregate amount of 1997 Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes (including the May 1998 Notes and the December 1998 Notes) that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of such Remaining Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes or pari passu Indebtedness tendered pursuant to a Secondary Asset Sale Offer is less than the Remaining Excess Proceeds, the Company may use any remaining Remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other or pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Remaining Excess ProceedsProceeds in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer 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) If the Acquisition is not consummated by March 1, 1998, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes (the "Special Repurchase Offer") pursuant to Section 4.13 of the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase (the "Change of Control Special Repurchase Payment"). Within ten days following a Change of Control, the The Company will shall mail a notice to each Holder of the Notes no later than March 31, 1998 describing the transaction or transactions that constitute reasons the Change of Control Acquisition was not consummated by such date and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Special Repurchase Payment Date"), pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 15 days following a any Change of Control, the Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If all or a portion of the Net Cash Proceeds of any Asset Sale are not applied to prepay or repay permanently any Senior Indebtedness then outstanding as provided by the terms thereof (and to effect a corresponding commitment reduction in the event that the Senior Indebtedness prepaid or repaid is not a term loan) within 12 months of the closing of such Asset Sale, or if no such Senior Indebtedness is then outstanding, then the Company may within 12 months of such Asset Sale invest in properties and assets that replace the property or assets that were the subject of the Asset Sale; or invest in properties and assets that will be used in the businesses of the Company or a Subsidiary consummates any its Restricted Subsidiaries existing on the date of the Indenture or in businesses reasonably related thereto. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds equals $10.0 million, 25.0 million or more the Company shall apply the Excess Proceeds to the repayment of the Notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness. The Company will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing (an "ASSET SALE OFFER") in accordance with the provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of an amount (the "NOTE AMOUNT") equal to the product of such Excess Proceeds at an offer price in cash in an multiplied by a fraction, the A2-5 numerator of which is the outstanding principal amount equal to 100% of the Notes, and the denominator of which is the sum of the outstanding principal amount thereof, plus accrued and unpaid interest, thereon to of the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Pari Passu Indebtedness tendered pursuant (subject to an Asset Sale Offer proration in the event such amount is less than the Excess Proceedsaggregate Offered Price (as defined in the Indenture) of all Notes tendered); and to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company may use any remaining shall make an offer to purchase or otherwise repay or repurchase or redeem Pari Passu Indebtedness (a "PARI PASSU OFFER") in an amount ("PARI PASSU DEBT AMOUNT") equal to the excess of the Excess Proceeds for any purpose not otherwise prohibited by over the Indenture. If Note Amount; PROVIDED that in no event shall the aggregate Pari Passu Debt Amount exceed the principal amount of Notes and such other pari passu Pari Passu Indebtedness surrendered by Holders thereof exceeds plus the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness any premium required to be purchased on a pro rata basispaid to repurchase such Pari Passu Indebtedness. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase repurchase (the "Change of Control Payment"). Within ten 60 days following a any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the A2-R-2 Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary consummates thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 RMB1.0 million or an integral multiple thereofof RMB1.0 million) of such Holder's ’s Notes (a “Change of Control Offer”) at an offer a purchase price in cash equal to 101the Dollar Equivalent of 105% of the aggregate principal amount thereofof the RMB Notional Amount repurchased, plus accrued and unpaid interest, thereon interest on the Notes repurchased to the purchase date (subject to the right of purchase (Holders of record on the "Change of Control Payment"). Within ten days following a Change of Controlrelevant record date to receive interest to, but excluding, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Purchase Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary one of its Subsidiaries consummates any Asset Sales, when they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount Net Available Cash from all Asset Sales following the date the Notes are first issued after application of Excess Proceeds Net Available Cash as provided in the second paragraph of Section 4.12 of the Indenture, exceeds $10.0 3.0 million, at which time the Company shall be required to make commence an offer for Notes pursuant to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with by applying the proceeds of sales of assets Net Available Cash (an "“Asset Sale Offer"”) pursuant to Section 3.07 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Net Available Cash at an offer price in cash in an amount equal to the Dollar Equivalent of 100% of the principal amount thereofamount, plus accrued and unpaid interest, thereon interest to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsNet Available Cash, the Company (or such Subsidiary) may use such deficiency first to repay certain credit facilities or any remaining Excess Proceeds other Senior Debt of the Company or any Guarantor or Debt of any Subsidiary of the Company that is not a Guarantor (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company), and only thereafter, for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion 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) Upon the occurrence of a Delisting, each Holder shall have the right to require the Company to repurchase all or any part (equal to RMB1.0 million or an integral multiple of RMB1.0 million) of such Holder’s Notes (a “Delisting Offer”) at a purchase price in cash equal to the Dollar Equivalent of 105% of the aggregate principal amount of the RMB Notional Amount repurchased, plus accrued and unpaid interest on the Notes repurchased to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest to, but excluding, the amount of Excess Proceeds shall be reset at zeroPurchase Date).

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change shall, within 30 days of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, make an offer pursuant to the Company will mail a notice to each Holder describing procedures set forth in Section 3.09 of the transaction or transactions that constitute the Change of Control and offering Indenture, to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 90 days from the date A-3 87 of such notice is mailed Change of Control. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the "Change of Control Payment Date")Offer at a purchase price, pursuant in cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the procedures required by the Indenture and described in such noticePurchase Date. (b) If the Company or a any Restricted Subsidiary consummates any Asset Sales, when the Company shall not be required to apply any Net Proceeds to repurchase Notes in accordance with the Indenture until the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds $10.0 5.0 million. Thereafter, the Company shall be required to make an offer Asset Sale Offer to all Holders of Notes and all holders if the Company is required to do so under the terms of any other pari passu Indebtedness containing provisions similar to those set forth that ranks equally in right of payment with the Indenture Notes and the terms of which are PARI PASSU with respect to offers to purchase or redeem the Notes, such other pari passu Indebtedness on a pro rata basis with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Notes, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price shall be in cash in an amount equal to 100% of the principal amount thereof, of the Notes plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase, purchase in accordance with the procedures set forth in terms of the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an under such Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds may be used for any purpose not otherwise A-2-4 prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess ProceedsProceeds available for purchases of such Notes, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion in the manner set forth in Section 3.02 of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zeroIndenture.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's ’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (i) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary consummates that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to acquire, or enter into a definitive agreement to acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and provided further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; (iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (a) construction of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the preceding sentence or that the Company determines will not be applied or invested as provided in the preceding sentence will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company shall be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes and and, at the Company’s option, all holders of other Indebtedness that is pari passu Indebtedness with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, to purchase on a pro rata basis the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereofamount, plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to shall be purchased on a pro rata basis. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders (as "ASSET SALE OFFER") pursuant to Section 3.09 of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase repurchase (the "Change of Control Payment"). Within ten 60 days following a any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the A1-R-2 Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary consummates thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest thereon, thereon if any, to the date of purchase repurchase (the "Change of Control Payment"); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this subparagraph in the event that it has exercised its rights to redeem all of the Notes as described in Section 5(c) hereof. Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding Senior Debt and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a Subsidiary consummates legally binding agreement to reinvest, such Net Proceeds (or any Asset Salesportion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, when after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of the Indenture and in the agreements governing such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zerozero for purposes of the first sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders pro rata, that amount of Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in such other pari passu Indebtednessthe Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered will be purchased pro rata based on the aggregate amount amounts of Notes tendered (and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the tendered Notes and such other pari passu Indebtedness to be purchased on a of tendering Holders pro rata basis. Upon completion of an Asset Sale Offer, based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Dollar Notes will have the right to repurchase require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Dollar Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase thereof (the "Change of Control Payment") plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary that ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets, or Equity Interests, of a Foreign Subsidiary consummates any Asset Salesmay be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, when after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Company shall will be required to make an a pro rata offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of sales of assets such Asset Sale (an "Asset Sale Offer") to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest, interest thereon to the date of purchasepurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of the Indenture and in the agreements governing such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Upon completion completion, of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zerozero for purposes of the first sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, if the Company shall be obligated does not redeem the Securities pursuant to make an offer (a "Change of Control Offer") to paragraph 5(c), each Holder of Notes Securities shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Securities pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Securities to require the Company to repurchase such Securities upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Securities required by Section 9.2 of the Indenture. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), Securities pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 15 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") Offer to purchase the maximum principal amount of Notes Securities and such any other pari passu Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to to, in the case of the Securities, 100% of the principal amount thereof, plus accrued and unpaid interest, interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof (or with respect to discount Pari Passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the Indenture and in such other pari passu or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Securities, and such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the sum of (i) the aggregate principal amount of Notes Securities surrendered by Holders thereof and such other pari passu (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by Holders holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Notes Securities and such the other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, based on the aggregate principal amount of Excess Proceeds shall be reset at zero.(or accreted value, as applicable) thereof surrendered in such Asset

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's ’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: (i) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary consummates that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to acquire, or enter into a definitive agreement to acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and provided further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; (iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (a) construction of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the preceding sentence or that the Company detemines will not be applied or invested as provided in the preceding sentence will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 25.0 million, the Company shall be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes and and, at the Company’s option, all holders of other Indebtedness that is pari passu Indebtedness with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, to purchase on a pro rata basis the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereofamount, plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to shall be purchased on a pro rata basis. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and any unpaid interestinterest thereon, thereon if any, to the date of purchase (the "Change of Control Payment")Payment Date. Within ten days following 5 Business Days after the occurrence of a Change of Control, the Company will mail shall notify the Trustee in writing of such occurrence and shall, not later than 20 Business Days after the occurrence of the Change of Control, make a Change of Control Offer to the Holders of all of the outstanding Notes by sending written notice to each Holder describing at its registered address setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, when the aggregate amount of within 10 days following each Excess Proceeds exceeds $10.0 millionCash Offer Trigger Date, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Excess Cash Offer") pursuant to Sections and 4.11 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Cash at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase, Excess Cash Purchase Date in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate principal amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Excess Cash Offer is less than the Excess ProceedsCash, the Company (or any Subsidiary Guarantor) may use any remaining Excess Proceeds such excess for any of their respective general corporate purposes provided that no such purpose not otherwise is prohibited or restricted by the Indenture. If the aggregate principal amount Holders of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds that are the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion subject of an Asset Sale Offer, offer to purchase will receive an Excess Cash Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and any unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date Change of purchase Control Payment Date (as hereinafter defined) (the "Change of Control Payment"). Within ten 30 days following of the occurrence of a Change of Control, the Company will shall notify the Trustee in writing of such proposed occurrence and shall make a Change of Control Offer. Within 50 days following the occurrence of a Change of Control, the Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 millionwithin 10 days following each Asset Sale Trigger Date, (i) the Company shall be required to make commence an offer to all Holders of Series A/B Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in (the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Series A/B Asset Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Series A/B Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon interest to the purchase date of purchase, in accordance with the procedures set forth and (ii) in the Indenture and in such other pari passu Indebtedness. To the extent event that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness applied to be purchased on a pro rata basis. Upon completion of an Series A/B Asset Sale Offer, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of any Excess Proceeds shall be reset at zero.an offer price in cash in an amount equal to 100% of the principal amount thereof plus any accrued and unpaid interest and Liquidated Damages thereon, if any, to the Asset Sale Offer Purchase Date, in

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets 1997 Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of 1997 Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon interest to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness1997 Indenture. To the extent that (i) there are no outstanding 1997 Notes at the time an Asset Sale Offer is required to be made or (ii) the aggregate amount of 1997 Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes (including the May 1998 Notes and the December 1998 Notes) that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Excess Proceeds or Remaining Excess Proceeds, as the case may be, (a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of such Excess Proceeds or Remaining Excess Proceeds, as the case may be, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes or pari passu Indebtedness tendered pursuant to a Secondary Asset Sale Offer is less than the Excess Proceeds or Remaining Excess Proceeds, as the case may be, the Company may use any remaining Excess Proceeds or Remaining Excess Proceeds, as the case may be, for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other or pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds or Remaining Excess Proceeds, as the case may be, in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company Issuers shall be obligated required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, plus thereof PLUS accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) Except as otherwise provided in the Indenture, on the 366th day after an Asset Sale (a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of such Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in such other pari passu Indebtednessthe Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate amount amounts of Notes and such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes (and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the tendered Notes and such other pari passu Indebtedness to be purchased of tendering Holders on a pro rata basis. Upon completion of an Asset Sale Offer, PRO RATA basis based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten days Business Days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 5 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase repurchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchaserepurchase date, in accordance with the procedures provisions set forth in Section 3.09 of the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and tendered pursuant to such other pari passu Indebtedness surrendered by Holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a. Upon the occurrence of a Change of Control, Control (such date being the Company shall be obligated to make an offer (a "Change of Control OfferTrigger Date") to ), each Holder of Notes shall have the right to repurchase require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to an Offer (as defined in the Indenture) pursuant to Section 3.08 of the Indenture at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest, thereon interest to the date of purchase (the "purchase. Within 30 days following any Change of Control Payment"). Within ten days following a Change Trigger Date, subject to the provisions of Controlthe Indenture, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in at such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to Holder's registered address setting forth the procedures governing the Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when b. When the aggregate amount of Excess Proceeds (as defined in the Indenture) in connection with an Asset Sale exceeds $10.0 million10,000,000 (such date being an "Asset Sale Trigger Date"), the Company shall be required to make an offer Offer pursuant to Section 3.08 of the Indenture to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of the Notes and such other pari passu Indebtedness then outstanding that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus any accrued and unpaid interest, thereon interest to the date of purchasePurchase Date, in accordance with the procedures set forth in the Indenture and Indenture. Notwithstanding the foregoing, to the extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in such other pari passu Indebtednessthis or the preceding paragraph, but may be retained for so long, but only for so long, as the applicable local law prohibits repatriation to the United States. To the extent that the aggregate amount any Excess Proceeds remain after completion of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any such remaining Excess Proceeds amount for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are subject to an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse side of this Note.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of Securities will have the right to require the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes Securities at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Securities repurchased plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Securities on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 5.0 million, the Company shall be required to make commence an offer ("Asset Sale Offer") pursuant to Section [___] of the Indenture to all Holders of Notes Securities, and all holders of other Indebtedness that is pari passu Indebtedness with the Securities containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, to purchase the maximum principal amount of Notes Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase, and shall be payable in cash, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company or the Restricted Subsidiary may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero.]

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes Securities at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Special Interest thereon, thereon if any, to the date of purchase repurchase (the "Change of Control Payment"); provided, however, that the Company shall not be obligated to repurchase Securities pursuant to this subparagraph in the event that it has exercised its rights to redeem all of the Securities as described in Section 5(c) hereof. Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) to repay, redeem or repurchase outstanding pari passu Indebtedness of the Company or Indebtedness of any Restricted Subsidiary; provided that in the event that such Restricted Subsidiary is a Guarantor, the Indebtedness to be redeemed or repurchased ranks at least pari passu to the Guarantee given by such Restricted Subsidiary consummates (b) to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any Asset Salesportion thereof) in assets that are used or useful in a Permitted Business or in the Capital Stock of a Person engaged in a Permitted Business that is or immediately thereafter becomes a Restricted Subsidiary or (c) in any combination permitted by clauses (a) and (b). Pending the final application of any such Net Proceeds, when the Company or such Restricted Subsidiary may invest such Net Proceeds in Cash Equivalents. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Company shall be required to and, at the election of the Company, at an earlier time, the Company, may make an offer to all Holders of Notes Securities and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to 107 purchase the maximum principal amount of Notes Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, interest thereon to the date of purchase, in accordance with the procedures set forth in Article 3 of the Indenture and in the agreements governing such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes Securities and such other pari passu Indebtedness surrendered tendered into such Asset Sale Offer by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zerozero for purposes of the first sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Special Interest thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, Sales when the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest thereon and Special Interest, thereon if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall will be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary consummates is in the form of cash or Cash Equivalents; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (b) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Within 365 days of the receipt of any Net Proceeds from an Asset SalesSale, when the Company, at its option, may apply such Net Proceeds to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other assets (other than assets that would be classified as current assets in accordance with GAAP), in each case, in the same or a similar line of business as the Company and its Restricted Subsidiaries, or in any business reasonably complementary, related or incidental thereto, as determined in good faith by the Board of Directors. Pending the final application of any such Net Proceeds, the Company may temporarily reduce borrowings under the New Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes Securities shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Securities pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Securities to require the Company to repurchase such Securities upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Securities required by Section 9.2 of the Indenture. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), Securities pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor, if any, will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and the Securities and, to the extent required by the terms of Pari Passu Debt, to all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets lenders thereof (an "Asset Sale Offer") to purchase the maximum principal amount of Notes the Securities and any such other pari passu Indebtedness Pari Passu Debt to the extent required by the terms thereof that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, interest thereon to the date of purchasepurchase and, with respect to Pari Passu Debt, any applicable premium specified in the agreements relating thereto, in accordance with the procedures set forth in Section 3.9 of the Indenture and in such other pari passu Indebtednessor the agreements governing the Pari Passu Debt, as applicable. To the extent that the aggregate principal amount of Notes the Securities and such other pari passu Indebtedness Pari Passu Debt tendered pursuant to an Asset Sale Offer Offer, plus accrued and unpaid interest thereon to the date of purchase, if applicable, premium on Pari Passu Debt, is less than the Excess Proceeds, the Company or any Restricted Subsidiary may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness the Securities surrendered by Holders thereof and other Pari Passu Debt surrendered by holders or lenders thereof, collectively, plus accrued and unpaid interest thereon to the date of purchase, and, if applicable, premium on Pari Passu Debt, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities and such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in such Asset Sale Offer. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company Issuers shall be obligated required to make an offer (a "“Change of Control Offer"”) to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's ’s Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture and in Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) Pending the final application of such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Net Cash Proceeds, the Company may temporarily reduce borrowings under any Credit Facility or any other revolving credit facility, if any. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Amount”) shall be applied by the Issuers or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of any Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less the 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Issuers or any Restricted Subsidiary of the Issuers, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder as of the date of such conversion or disposition and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use any remaining Excess those Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale each Net Proceeds Offer, the amount of Excess Net Cash Proceeds shall will be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (repurchase, in accordance with the "Change of Control Payment")procedures set forth in the Indenture. Within ten 30 days following a any Change of Control, the Company will mail shall send, by first class mail, a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a Subsidiary consummates any Asset Sales"Net Proceeds Offer Trigger Date"), when the such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company shall be required or such Restricted Subsidiary to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in purchase (the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Net Proceeds Offer") to purchase on a date not less than 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the maximum principal amount of Notes and other Indebtedness of the Company and the Guarantors that ranks pari passu in right of payment with the Notes or the Guarantees, as the case may be (to the extent required by the instrument governing such other pari passu Indebtedness Indebtedness), that may be purchased out of the Excess Net Proceeds Offer Amount (an "Offer"). Any Notes and other Indebtedness to be purchased pursuant to an Offer shall be purchased pro rata based on the aggregate principal amount of Notes and such other Indebtedness outstanding and all Notes shall be purchased at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon interest to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, in accordance with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture and Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in such other pari passu Indebtednesswhole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes in an amount exceeding the aggregate amount Net Proceeds Offer Amount, Notes of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by tendering Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to will be purchased on a pro rata basisbasis (based on amounts tendered). Upon completion A Net Proceeds Offer shall remain open for a period of an Asset Sale Offer, the amount of Excess Proceeds shall 20 Business Days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of such that Holder's ’s Notes pursuant to an offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof, of the Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, thereon if any, thereon, to the date of purchase repurchase (the "“Change of Control Payment"Payment Date”). Within ten days following a , which date shall be no earlier than the date of such Change of Control. No later than 30 days following any Change of Control (or, at the Company’s option, prior to such Change of Control but after it is publicly announced if a definitive agreement is in effect for such Change of Control at the time of such announcement), the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date 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 A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds equals or exceeds $10.0 20.0 million, the Company shall be required to make an offer to purchase (“Asset Sale Offer”), pursuant to Section 4.10 of the Indenture, to all Holders of Notes and all holders of other pari passu Indebtedness Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Pari Passu Debt that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the aggregate principal amount thereofof the Notes and Pari Passu Debt, plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt tendered into such other pari passu Indebtedness surrendered by Holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to Pari Passu Debt shall be purchased on a pro rata basisbasis based on the aggregate principal amount of Notes and such Pari Passu Debt tendered. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds subject to such Asset Sale shall no longer be reset at zerodeemed to be Excess Proceeds.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (repurchase, in accordance with the "Change of Control Payment")procedures set forth in the Indenture. Within ten 30 days following a any Change of Control, the Company will mail shall send, by first class mail, a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a Subsidiary consummates any Asset Sales"Net Proceeds Offer Trigger Date"), when the such aggregate amount of Excess Net Cash Proceeds exceeds $10.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company shall be required or such Restricted Subsidiary to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in purchase (the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Net Proceeds Offer") to purchase on a date not less than 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the maximum principal amount of Notes and other In- debtedness of the Company and the Guarantors that ranks pari passu in right of payment with the Notes or the Guarantees, as the case may be (to the extent required by the instrument governing such other pari passu Indebtedness Indebtedness), that may be purchased out of the Excess Net Proceeds Offer Amount (an "Offer"). Any Notes and other Indebtedness to be purchased pursuant to an Offer shall be purchased pro rata based on the aggregate principal amount of Notes and such other Indebtedness outstanding and all Notes shall be purchased at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon interest to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, in accordance with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture and Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in such other pari passu Indebtednesswhole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes in an amount exceeding the aggregate amount Net Proceeds Offer Amount, Notes of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by tendering Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to will be purchased on a pro rata basisbasis (based on amounts tendered). Upon completion A Net Proceeds Offer shall remain open for a period of an Asset Sale Offer, the amount of Excess Proceeds shall 20 Business Days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an as "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the A2-5 Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates Company's Consolidated Tangible Net Worth declines below $125.0 million (the "Minimum Tangible Net Worth") at the end of any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 millionfiscal quarter, the Company must deliver an Officers' Certificate to the Trustee within 55 days after the end of that fiscal quarter (110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a "Deficiency Date"), the Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Company, then the Company A1-3 102 shall be required to make an offer (an "Offer") to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with 10% of the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum aggregate principal amount of the Notes and such other pari passu Indebtedness that may be purchased out of originally issued (the Excess Proceeds "Offer Amount") at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereofof the Notes, plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase; provided, however, that no such Offer shall be required if, after the Deficiency Date but prior to the date the Company is required to make the Offer, capital in accordance with cash or Cash Equivalents is contributed for Equity Interests of the procedures set forth in Company other than Disqualified Stock to the Indenture and in Company or its Restricted Subsidiaries sufficient to increase the Company's Consolidated Tangible Net Worth after giving effect to such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant contribution to an Asset Sale amount equal to or above the Minimum Tangible Net Worth. The Company shall make the Offer no later than 65 days after each Deficiency Date (120 days if such Deficiency Date is the last day of the Company's fiscal year). The Offer is required to remain open for a period of 20 business days following its commencement (unless required to remain open for a longer period by applicable law). The Company shall purchase the Offer Amount of the Notes on a designated date no later than five business days after the termination of the Offer, or if less than the Excess ProceedsOffer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Company may use any remaining Excess Proceeds Offer Amount shall have tendered and not subsequently withdrawn their Notes for any purpose not otherwise prohibited by the Indenturerepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered exceeds the Offer Amount, the Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event will the failure of the Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the making of more than one Offer. The Company may reduce the principal amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on pursuant to the Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Company prior to the purchase (otherwise than under this provision). The Company, however, may not credit Notes that have been previously used as a pro rata basiscredit against any obligation to repurchase Notes pursuant to this provision. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds Any Offer shall be reset at zeroconducted in compliance with applicable regulations under the federal securities law, including Exchange Act Rule 14e-1.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates Company's Consolidated Tangible Net Worth declines below $125.0 million (the "Minimum Tangible Net Worth") at the end of any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 millionfiscal quarter, the Company must deliver an Officers' Certificate to the Trustee within 55 days after the end of that fiscal quarter (110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a "Deficiency Date"), the Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Company, then the Company shall be required to make an offer (an "Offer") to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with 10% of the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum aggregate principal amount of the Notes and such other pari passu Indebtedness that may be purchased out of originally issued (the Excess Proceeds "Offer Amount") at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereofof the Notes, plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase; provided that no such Offer shall be required if, after the Deficiency Date but prior to the date the Company is required to make the Offer, capital in accordance with cash or Cash A2-6 Equivalents is contributed for Equity Interests of the procedures set forth in Company other than Disqualified Stock to the Indenture and in Company or its Restricted Subsidiaries sufficient to increase the Company's Consolidated Tangible Net Worth after giving effect to such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant contribution to an Asset Sale amount equal to or above the Minimum Tangible Net Worth. The Company shall make the Offer no later than 65 days after each Deficiency Date (120 days if such Deficiency Date is the last day of the Company's fiscal year). The Offer is required to remain open for a period of 20 business days following its commencement (unless required to remain open for a longer period by applicable law). The Company shall purchase the Offer Amount of the Notes on a designated date no later than five business days after the termination of the Offer, or if less than the Excess ProceedsOffer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Company may use any remaining Excess Proceeds Offer Amount shall have tendered and not subsequently withdrawn their Notes for any purpose not otherwise prohibited by the Indenturerepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered exceeds the Offer Amount, the Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event will the failure of the Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the making of more than one Offer. The Company may reduce the principal amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on pursuant to the Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Company prior to the purchase (otherwise than under this provision). The Company, however, may not credit Notes that have been previously used as a pro rata basiscredit against any obligation to repurchase Notes pursuant to this provision. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds Any Offer shall be reset at zeroconducted in compliance with applicable regulations under the federal securities law, including Exchange Act Rule 14e-1.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates Company's Consolidated Tangible Net Worth declines below $125.0 million (the "Minimum Tangible Net Worth") at the end of any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 millionfiscal quarter, the Company must deliver an Officers' Certificate to the Trustee within 55 days after the end of that fiscal quarter (110 days after the end of any A2-4 112 fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a "Deficiency Date"), the Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Company, then the Company shall be required to make an offer (an "Offer") to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with 10% of the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum aggregate principal amount of the Notes and such other pari passu Indebtedness that may be purchased out of originally issued (the Excess Proceeds "Offer Amount") at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereofof the Notes, plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase; provided, however, that no such Offer shall be required if, after the Deficiency Date but prior to the date the Company is required to make the Offer, capital in accordance with cash or Cash Equivalents is contributed for Equity Interests of the procedures set forth in Company other than Disqualified Stock to the Indenture and in Company or its Restricted Subsidiaries sufficient to increase the Company's Consolidated Tangible Net Worth after giving effect to such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant contribution to an Asset Sale amount equal to or above the Minimum Tangible Net Worth. The Company shall make the Offer no later than 65 days after each Deficiency Date (120 days if such Deficiency Date is the last day of the Company's fiscal year). The Offer is required to remain open for a period of 20 business days following its commencement (unless required to remain open for a longer period by applicable law). The Company shall purchase the Offer Amount of the Notes on a designated date no later than five business days after the termination of the Offer, or if less than the Excess ProceedsOffer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Company may use any remaining Excess Proceeds Offer Amount shall have tendered and not subsequently withdrawn their Notes for any purpose not otherwise prohibited by the Indenturerepurchase. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered exceeds the Offer Amount, the Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event will the failure of the Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the making of more than one Offer. The Company may reduce the principal amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on pursuant to the Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Company prior to the purchase (otherwise than under this provision). The Company, however, may not credit Notes that have been previously used as a pro rata basiscredit against any obligation to repurchase Notes pursuant to this provision. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds Any Offer shall be reset at zeroconducted in compliance with applicable regulations under the federal securities law, including Exchange Act Rule 14e-1.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, plus thereof PLUS accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of such Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in such other pari passu Indebtednessthe Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis based on the aggregate amount amounts of Notes and such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes (and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the tendered Notes and such other pari passu Indebtedness to be purchased of tendering Holders on a pro rata basis. Upon completion of an Asset Sale Offer, PRO RATA basis A-6 based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestthereon, thereon if any, to the date of purchase (subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date Change of Control Payment Date specified in such the notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) . If the Company Dynegy or a Subsidiary consummates any of its Restricted Subsidiaries consummate any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million50.0 million or at such earlier time as the Company may elect, the Company shall be required to make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu Indebtedness with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an to the extent required by the indentures governing other Indebtedness. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon interest to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than Offer, such Excess Proceeds shall be released from the Excess Proceeds, Cash Collateral Account and the Company may use any remaining those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 of the Indenture, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten Notice of a Change of Control Offer shall be mailed within 30 days following a Change of Control, the Company will mail a notice Control to each Holder describing of the transaction or transactions that constitute Notes containing the Change information set forth in Section 4.17 of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes (and all holders of other pari passu Indebtedness containing provisions similar of the Company to those set forth in the Indenture with respect to offers to purchase or redeem extent required by the terms of such other pari passu Indebtedness with the proceeds of sales of assets Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of Notes (and other such other pari passu Indebtedness Indebtedness) that may be purchased out of does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate principal amount of Notes (and such other pari passu Indebtedness Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes (and such other pari passu Indebtedness surrendered by Holders thereof Indebtedness) tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such other pari passu Indebtedness Indebtedness) to be purchased shall be selected on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, if the Company shall be obligated does not redeem the Notes pursuant to make an offer (a "Change of Control Offer") to paragraph 5(c), each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Notes to require the Company to repurchase such Notes upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Notes required by Section 9.2 of the Indenture. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 15 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") Offer to purchase the maximum principal amount of Notes and such any other pari passu Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to to, in the case of the Notes, 100% of the principal amount thereof, plus accrued and unpaid interest, interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof (or with respect to discount Pari Passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the Indenture and in such other pari passu or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Notes, and such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by Holders holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Notes and such the other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute constitutes the Change of Control and offering to repurchase Notes on setting forth the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from procedures governing the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture Indenture; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and in such other pari passu Indebtednessthe denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 thereof) of such Holder's ’s Notes pursuant to a Change of Control Offer at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and additional interest, thereon if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing describing, among other things, the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option (1) to repay the Credit Facilities and, if the Credit Facilities repaid are revolving credit Indebtedness, including a corresponding reduction in the commitments with respect thereto, (2) to repay amounts owing under Indebtedness (other than the Credit Facilities and Subordinated Obligations) that is secured by a Lien, which Lien is permitted by the Indenture, and/or (3) to purchase Replacement Assets or to make a Subsidiary consummates any capital expenditure in or that is used or useful in a Permitted Business. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 20.0 million, the Company shall be required to make an offer “Asset Sale Offer” to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu Indebtedness with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the this Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, thereon if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednesscash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase purchase, (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders (as "ASSET SALE OFFER") pursuant to Section 3.09 of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Special Interest thereon, thereon if any, to the date of purchase purchase, which date shall be no fewer than 30 and no more than 60 days from the date such notice is mailed (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. Such right to require the repurchase of Notes shall not continue after discharge of the Company from its obligations with respect to the Notes. The Company's board of directors may not waive this provision. (b) If the Company or a Subsidiary consummates As soon as practical, but in no event later than 10 business days after any date (an "Asset Sales, when Sale Trigger Date") that the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make commence an offer to all Holders Offer (as described under Section 4.10 of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer"Indenture) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer Offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Special Interest thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after completion of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any the remaining Excess Proceeds amount for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.Notes that are

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to December 1, 2002) or 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of repurchase (if such date of purchase is on or after December 1, 2002) (the "Change of Control Payment"). Within ten 60 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from procedures governing the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to December 1, 2002) or 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchasepurchase (if such date of purchase is on or after December 1, 2002), in each case, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive 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) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders pro rata, that amount of Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in such other pari passu Indebtednessthe Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amount amounts of Notes tendered (and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the tendered Notes and such other pari passu Indebtedness to be purchased on a of tendering Holders pro rata basis. Upon completion of an Asset Sale Offer, based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, thereon thereon, if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Parent Guarantor or a Restricted Subsidiary consummates an one or more Asset Sales the Net Cash Proceeds of which in any period of twelve consecutive months exceeds 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company has been filed with the Commission) then the Parent Guarantor shall or shall cause the relevant Restricted Subsidiary, to (a) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, to (i) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or Senior Indebtedness of any Restricted Subsidiary in each case owing to a Subsidiary consummates Person other than the Parent Guarantor or any Asset SalesRestricted Subsidiaries, when or (ii) invest an equal amount, or the amount not so applied pursuant to clause (i) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) related, ancillary or complementary to the business of, the Company and its Restricted Subsidiaries existing on the date of such Investment, and (b) apply, no later than the end of the 12-month period referred to in clause (a) above, such excess Net Cash Proceeds (to the extent not applied pursuant to clause (a)), as provided below. The amount of such excess Net Cash Proceeds required to be applied, or to be committed to be applied, during such twelve-month period as set forth in clause (a) and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase totals at least $10.0 million, the Company shall be required must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to make an offer to all Purchase from the Holders of Notes and all holders the Holders of other pari passu any Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness ranking equally with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal entitled to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and participate in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant an Offer to Purchase on a pro rata basis, an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds equal to the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset on such date, at zeroa purchase price equal to 101% of the principal amount thereof, plus, in each case, accrued interest and Liquidated Damages, if any, to the Payment Date.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 eurodollars1,000 or an integral multiple thereof) of such Holderthat Xxxxxx's Notes at an pursuant to the Change of Control Offer. In the Change of Control Offer, the Company will offer price (the "Change of Control Offer") a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment")purchase. Within ten 20 days following a any Change of Control, the Company will 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 date 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 A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Subsidiary consummates any Asset SalesSale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds U.S. $10.0 10 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Indebtedness, including the Dollar Notes, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, thereon if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when Sale for which the aggregate amount of Excess Proceeds exceeds $10.0 5.0 million, the Company shall be required to make commence an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and tendered into such other pari passu Indebtedness Asset Sale surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer, Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlUpon the occurrxxxx xx x Xxxxxx xx Xxxxxxx, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 30 days following a any Change of Control, the Company will notify the Trustee thereof and mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to repay or purchase Applicable Indebtedness (and, in the case of revolving loans and other similar obligations, permanently reduce the commitment thereunder), or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Issue Date or in businesses the same, similar or reasonably related thereto; provided, that, to the extent that such Net Cash Proceeds represent proceeds of Collateral, (A) none of such properties and assets obtained shall consist of Excluded Assets and (B) such properties and assets obtained shall be expressly made subject to a Subsidiary consummates first priority Lien (subject to Permitted Liens) with respect to the Notes. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset SalesSale, when whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by the Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 10 million, the Company shall be required to will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those on a pro rata basis, in accordance with the procedures set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes and such other pari passu Indebtedness that may be purchased out of with the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued interest and unpaid interestLiquidated Damages, thereon if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednessoffer to purchase is consummated. To the extent that the aggregate principal amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer such offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds such deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes validly tendered and such other pari passu Indebtedness surrendered not withdrawn by Holders holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased will be selected on a pro rata basis. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall will be reset at to zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Dollar Notes will have the right to repurchase require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Dollar Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchase thereof (the "Change of Control Payment") plus accrued and unpaid interest thereon to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale, unless (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Officer's Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary that ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets, or Equity Interests, of a Foreign Subsidiary consummates any Asset Salesmay be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, when after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $10.0 million15.0 million (taking into account income earned on such Excess Proceeds), the Company shall will be required to make an a pro rata offer to all Holders of Notes and all holders of other pari passu PARI PASSU Indebtedness containing with comparable provisions similar requiring such Indebtedness to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness be purchased with the proceeds of sales of assets such Asset Sale (an "Asset Sale Offer") to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes and such other pari passu PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest, interest thereon to the date of purchasepurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures set forth in Article 3 of the Indenture and in the agreements governing such other pari passu PARI PASSU Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and PARI PASSU Indebtedness tendered into such other pari passu Indebtedness Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu PARI PASSU Indebtedness to be purchased on a pro rata basisbasis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Upon completion completion, of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zerozero for purposes of the first sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 of the Indenture, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten Notice of a Change of Control Offer shall be mailed within 30 days following a Change of Control, the Company will mail a notice Control to each Holder describing of the transaction or transactions that constitute Notes containing the Change information set forth in Section 4.17 of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 5.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate principal amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased shall be selected on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of Securities will have the right to require the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes Securities at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, of Securities repurchased plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 10 days following a any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Securities on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 5.0 million, the Company shall be required to make commence an offer ("Asset Sale Offer") pursuant to Section [] of the Indenture to all Holders of Notes Securities, and all holders of other Indebtedness that is pari passu Indebtedness with the Securities containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") assets, to purchase the maximum principal amount of Notes Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, thereon if any, to the date of purchase, and shall be payable in cash, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company or the Restricted Subsidiary may use any remaining such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero.]

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofthereof (provided, however that no Notes will be purchased in part if such Note would have a remaining principal amount of less than $2,000) of such each Holder's ’s Notes (the “Change of Control Offer”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest thereon, thereon if any, to the date of purchase (the "“Change of Control Payment"”). Within ten 30 days following a any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any of its Restricted Subsidiaries consummate an Asset Sales, when the aggregate amount Sale or an Event of Excess Proceeds exceeds $10.0 millionLoss offer, the Company shall be shall, if required to make by Section 4.07 or Section 4.19, as the case may be, of the Indenture, promptly commence an offer to all Holders of Notes and all holders (an “Offer”) pursuant to Section 3.09 of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Net Proceeds or Net Loss Proceeds, as applicable, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest thereon, thereon if any, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess ProceedsOffer Amount, the Trustee Company shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or $1,000 integral multiples thereof, shall be purchased). Upon completion Holders of Notes that are the subject of an Asset Sale Offer, offer to purchase will receive an Offer from the amount Company at least twenty Business Days prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Excess Proceeds shall be reset at zeroHolder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 of the Indenture, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten Notice of a Change of Control Offer shall be mailed within 30 days following a Change of Control, the Company will mail a notice Control to each Holder describing of the transaction or transactions that constitute Notes containing the Change information set forth in Section 4.17 of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a Subsidiary consummates any Asset Sales, when When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes (and all holders of other pari passu Indebtedness containing provisions similar of the Company to those set forth in the Indenture with respect to offers to purchase or redeem extent required by the terms of such other pari passu Indebtedness with the proceeds of sales of assets Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of Notes (and other such other pari passu Indebtedness Indebtedness) that may be purchased out of does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate principal amount of Notes (and other such other pari passu Indebtedness Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes (and such other pari passu Indebtedness surrendered by Holders thereof Indebtedness) tendered exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such other pari passu Indebtedness Indebtedness) to be purchased shall be selected on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (repurchase, in accordance with the "Change of Control Payment")procedures set forth in the Indenture. Within ten days 5 Business Days following a any Change of Control, the Company will shall send by first-class mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If On the 271st day after an Asset Sale, or the 30th day after the termination of the acquisition agreement referred to in clause (3) of paragraph (a) of Section 4.10 of the Indenture, as applicable, or such earlier date, if any, as the Board of Directors of the Company determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and the holders of any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of such Senior Secured Indebtedness and, to the extent that such Net Proceeds Offer Amount relates to an Asset Sale of assets or property that did not constitute Collateral at the time of such Asset Sale and the terms of any pari passu Indebtedness require that an offer to purchase be made to all holders of such pari passu Indebtedness, to all holders of such Senior Secured Indebtedness and pari passu Indebtedness on a Subsidiary consummates any date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of such Senior Secured Indebtedness and pari passu Indebtedness on a pro rata basis, that amount of Notes (and Senior Secured Indebtedness and pari passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Senior Secured Indebtedness and pari passu Indebtedness) to be purchased, plus accrued and unpaid interest (and Additional Interest, if any) thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset SalesSales (at which time, when the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10 million, shall be applied as required above). (c) Any Net Loss Proceeds from an Event of Loss with respect to Collateral that are not applied or invested as provided in the first sentence of Section 4.19 of the Indenture within the time periods set forth therein will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $10.0 million5.0 million (such date, the "Loss Proceeds Offer Trigger Date"), the Company shall be required to will make an offer to all Holders and the holders of Notes and any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of other pari passu such Senior Secured Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an a "Asset Sale Loss Proceeds Offer") to purchase on a date (the "Loss Proceeds Offer Payment Date") not less than 25 days following the 90th day after the Event of Loss, or the 271st day after the Event of Loss if the Company had determined such longer period was applicable in accordance with Section 4.19 of the Indenture, the maximum principal amount of Notes (and such other pari passu Indebtedness Senior Secured Indebtedness) that may be purchased out of the such Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereofof Notes and Senior Secured Indebtedness to be purchased, plus accrued and unpaid interestinterest (including Additional Interest, thereon if any) thereon, if any, to the date of purchasepurchase (subject to the right of Holders of record on a record date to receive interest and Additional Interest, if any, on the relevant interest payment date in accordance with the procedures set forth in herein). If the Indenture and in such other pari passu Indebtednessaggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale a Loss Proceeds Offer is less than the Excess ProceedsLoss Proceeds Offer Amount, the Company may use apply any remaining Excess Net Loss Proceeds for to any purpose not otherwise prohibited consistent with the Indenture and, following the consummation of each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 270 days after the occurrence of an Event of Loss. (d) On the date that is ten Business Days following the 8 7/8% Notes Tender Offer Expiration Date, if an amount greater than $2.0 million remains in the Repurchase Sub-Account, such remaining amount (the "Available Repurchase Amount") shall be applied by the Indenture. If Company to make an offer to purchase (the aggregate principal amount of "Special Notes and such other pari passu Indebtedness surrendered by Offer") to all Holders, on a date (the "Special Notes Offer Date") not earlier than 30 nor later than 45 days following the 8 7/8% Notes Tender Offer Expiration Date from all Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, that amount of Notes equal in principal amount to the Available Repurchase Amount at a price equal to 98.782% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Upon completion Such Special Notes Offer shall be conducted in accordance with the provisions of an Asset Sale the Indenture as if such offer were a Net Proceeds Offer, the amount of Excess Proceeds shall be reset at zeromutatis mutandis.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.15 of the Indenture (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten 60 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option, (a) to repay or repurchase pari passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary or (b) A2-4 to the acquisition of a Subsidiary consummates controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales, when Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu IndebtednessIndenture. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Notes to require the Company to repurchase such Notes upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Notes required by Section 9.2 of the Indenture. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, when the aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company shall be required to make an offer Asset Sale Offer for all outstanding Notes and other Senior Subordinated Indebtedness, pro rata up to all Holders a maximum principal amount (expressed as a multiple of $1,000) of Notes and all holders of other pari passu Senior Subordinated Indebtedness containing provisions similar equal to those set forth in the Indenture with respect to offers to such Excess Proceeds, at a purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereofthereof (or the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued as a discount), plus accrued and unpaid interestinterest thereon, thereon if any, to the date of purchase, purchase in accordance with the procedures set forth in Section 3.9 of the Indenture and in such other pari passu or the agreements governing the Senior Subordinated Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes and such other pari passu Senior Subordinated Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may retain and use any remaining Excess Proceeds for any purpose not otherwise prohibited by consistent with the other terms of the Indenture. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu (ii) the aggregate principal amount or accreted value, as the case may be, of Senior Subordinated Indebtedness surrendered by Holders holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Senior Subordinated Indebtedness shall select the Notes and such the other pari passu Senior Subordinated Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, if the Company shall be obligated does not redeem the Notes pursuant to make an offer (a "Change of Control Offer") to paragraph 5(c), each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Notes to require the Company to repurchase such Notes upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Notes required by Section 9.2 of the Indenture. Within ten 30 days following a any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor, if any, will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 15 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") Offer to purchase the maximum principal amount of Notes and such any other pari passu Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to to, in the case of the Notes, 100% of the principal amount thereof, plus accrued and unpaid interest, interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof (or with respect to discount Pari Passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the Indenture and in such other pari passu or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Notes, and such other pari passu Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by Holders holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such the other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of an such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be obligated required to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes at an offer price in cash a Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, thereon if any, to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, thereon to the date of purchaserepurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of the relevant Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture or on the date of consummation of an Excluded Sale (such date, a "Net Proceeds Offer Trigger Date"), the aggregate amount of such Net Cash Proceeds (that have not been applied as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture on or before such Net Proceeds Offer Trigger Date in the case of any Asset Sale other than an Excluded Sale) (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders, on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such other pari passu Indebtednessnon-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with Section 4.10 (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amount amounts of Notes tendered (and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the tendered Notes and such other pari passu Indebtedness to be purchased on a of tendering Holders pro rata basis. Upon completion of an Asset Sale Offer, based on the amount of Excess Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be reset at zerorequired by law.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Company shall be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, thereon if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within ten 90 days following a any Change of Control, the Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date A-3 87 such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, shall apply the Net Proceeds, at its option (or to the extent the Company is required to apply the Net Proceeds pursuant to the terms of the New Credit Facilities), (a) to repay or purchase Senior Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be; or (b)(i) in an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business or (ii) in the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if (x) as a result of the acquisition by the Company or any Restricted Subsidiary consummates thereof, such Person becomes a Restricted Subsidiary or (y) the Investment in that Capital Stock is permitted by clause (14) of the definition of Permitted Investments; or (c) apply the Net Proceeds of any Asset SalesSale or commence an offer or otherwise become obligated to prepay Pari Passu Indebtedness not exceeding the Pari Passu Indebtedness Pro Rata Share; or (d) apply up to 50% of such Net Proceeds to the purchase, when prior to the second anniversary of the indentures, of not more than $60.0 million aggregate original face amount of the Seller Note at a purchase price not exceeding the accreted value at the date of purchase. Pending the final application of any Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest those Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $10.0 15.0 million, the Company shall will be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale OfferASSET SALE OFFER") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and in such other pari passu Indebtednessthis Indenture. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company may use any remaining those Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisas set forth under Sections 3.02 and 3.03 of the Indenture. Upon completion of an Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.