Common use of Repurchase at Option of Holder Clause in Contracts

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”'') to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment date) (the "Change of Control Settlement DatePayment"). Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleDispositions, if when the aggregate amount of Excess Proceeds then Net Available Cash remaining after application in accordance with the provisions of Section 4.11 of the Indenture exceeds $20.0 10 million, the Company shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, balance of such Net Available Cash at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Net Available Cash available, the Company may (or such Subsidiary) must use such remaining Excess Proceeds for any purpose not otherwise prohibited by deficiency in the manner specified in Section 4.11 of the Indenture. If the aggregate principal amount of Notes surrendered tendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsNet Available Cash available, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) based on the basis of the aggregate principal amount of tendered the Notes and Pari Passu Indebtednesstendered. 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 Company or any Subsidiary consummates a Sale of the Texas Facilities, the Company must apply an amount equal to any Net Available Cash or Net Cash Proceeds, as applicable, from such transaction to offer to purchase outstanding Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, 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), according to the procedures set forth in Section 4.15 of the Indenture. If the aggregate principal amount of Notes tendered in such offer to repurchase exceeds the amount of any Net Available Cash or Net Cash Proceeds, as applicable, from such transaction, the Trustee shall select the Notes to be repurchased on a pro rata basis based upon the principal amount of Notes tendered.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, Control each Holder will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “Change of Control Settlement Date”), subject to the right of Holders holders of record on the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Change of Control Settlement Date). Within 30 days following a any Change of Control, the Company shall mail a notice of to each Holder with a copy to the Trustee stating: (i) that a Change of Control Offer has occurred and that such Holder has the right to each Holder require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Trustee describing date of purchase (subject to the transaction that constitutes right of holders of record on a Record Date to receive interest on the Change of Control relevant Interest Payment Date), (ii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and setting forth (iii) the procedures governing determined by the Change of Control Offer as required by Section 4.15 of Company, consistent with the Indenture, that a Holder must follow in order to have its Notes purchased. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleDisposition, if and when the aggregate amount of Excess Proceeds then from such an Asset Disposition exceeds $20.0 10 million, the Company shall commence an offer be required to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of make a Net Proceeds Offer in the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth manner described in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes, the Company shall will be required to make an offer (a “Change of Control Offer”) Offer to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement (the “Change of Control Settlement Date”)purchase, subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date. Within 30 days following a any Change of Control, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes, the Company shall mail will send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Restricted Subsidiary of the Company consummates any Asset Sale, if within ten Business Days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu other Indebtedness then outstanding, that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, offering to purchase or redeem, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes amount, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlementpurchase or redemption, subject to the right rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datepurchase, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary of the Company may use such remaining those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, accepted for purchase in such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments except as may be deemed appropriate by the Trustee so that only Notes provided in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis Section 4.10 of the aggregate principal Indenture). Upon completion of each Asset Sale Offer, the amount of tendered Notes and Pari Passu Indebtedness. Excess Proceeds will be reset at zero. (c) Holders of Definitive 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 attached to the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture.: (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 40.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase purchase, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated for the purchase of the Notes, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “in either case, a "Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 5 million, the Company shall commence an offer to all Holders of Notes (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest thereon and Additional InterestLiquidated Damages, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in herein. To the Indenture. If any Excess Proceeds remain after consummation extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the First Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the First Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture.: (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 40.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase purchase, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. Indenture If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated for the purchase of the Notes, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any Asset Sale offer required by the terms of any pari passu Indebtedness incurred in accordance with this Indenture) to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof (and Pari Passu any pari passu Indebtedness surrendered by holders or lenders, collectively, as aforesaid) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereofof $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail send a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 35.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness Parity Lien Debt then outstanding, containing provisions similar to purchase those set forth in Section 4.10 of the Indenture, to purchase, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu Indebtedness Parity Lien Debt that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, a thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated for the purchase of the Notes, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu IndebtednessParity Lien Debt. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of ControlControl Triggering Event, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer a cash payment (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to on the Notes repurchased to, but not including, the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of ControlControl Triggering Event, unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions and identification of the ratings decline that constitutes together constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 5.15 of the Indenture. (b) On the 361st day after an Asset SaleSale (or, at the Company’s option, any earlier date) plus any additional period as provided in the Indenture, if the aggregate amount of Excess Proceeds then exceeds $20.0 25.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 4.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within 25 days of each date on which the aggregate amount of Excess Net Proceeds then Offer Amount exceeds $20.0 10 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale "Net Proceeds Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds remain after consummation of an Asset Sale OfferOffer is less than the Net Proceeds Offer Amount, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company Holdings shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes 's Debentures at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company Holdings shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an If Holdings or a Subsidiary consummates any Asset SaleSales, if within 25 days of each date on which the aggregate amount of Excess Net Proceeds then Offer Amount exceeds $20.0 10 million, the Company Holdings shall commence an offer to all Holders of Notes Debentures (an “Asset Sale "Net Proceeds Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness Debentures that may be purchased out of the Excess Proceeds, Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess To the extent that the aggregate amount of Debentures tendered pursuant to a Net Proceeds remain after consummation of an Asset Sale OfferOffer is less than the Net Proceeds Offer Amount, the Company Holdings (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes Debentures surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee shall select the Notes and Pari Passu Indebtedness Debentures to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes Debentures that are the subject of an offer to purchase will receive an Asset Sale Net Proceeds Offer from the Company Holdings prior to any related purchase date and may elect to have such Notes Debentures purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the NotesDebentures.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (in either case, the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the this Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 5.0 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if When the aggregate amount of Excess Proceeds then exceeds $20.0 25.0 million, within 10 days the Company shall commence an a pro rata offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select the Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Third Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the Third Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal principle amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (in either case, the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five Business Days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% thereof on the date fixed for the closing of such offer or 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Company has given a notice of redemption of all outstanding Notes, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to in denominations of $2,000 1.00 or an any integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “Change of Control Settlement Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date. Within 30 days following a Change of Control, unless the Company has given a notice of redemption of all outstanding Notes, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) When the aggregate amount of Collateral Net Proceeds exceeds $5.0 million, the Company shall, within 60 days following the date on which such Collateral Net Proceeds first exceed such amount, use all Collateral Net Proceeds to make a Collateral Sale Offer to all Holders of Notes to purchase, on a pro rata basis, the maximum principal amount of Notes that may be purchased out of the Collateral Net Proceeds. The Company or any Restricted Subsidiary of the Company may invest the remaining Net Proceeds in any manner that is not prohibited by the Indenture. The offer price in any Collateral Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Settlement Date, and will be payable in cash. (c) On the 361st 366th day (or, at the Company’s option, any earlier date) after an Asset Sale other than a Collateral Disposition or a Specified Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and and, subject to limitations contained in Section 4.07 of the Indenture, to all holders of any Pari Passu Indebtedness then outstanding, to purchase purchase, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. . (d) If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders tendered into a Collateral Sale Offer or lenders, collectively, Asset Sale Offer exceeds the amount of Excess Proceedsproceeds allocated for the purchase of Notes, the Trustee shall will select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, 1.00 or any integral multiples of $1,000 in excess thereof, multiple thereof shall be purchased) or, in the case of Global Notes, the Trustee will select Notes for purchase based on the basis of the aggregate principal amount of tendered Notes and Pari Passu IndebtednessDTC’s method that most nearly approximates a pro rata selection unless otherwise required by law. Holders of Notes that are the subject of an offer to purchase will receive a Collateral Sale Offer or an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of settlement purchase (the “Change of Control Settlement DatePayment”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 this Indenture. If the Company or a Subsidiary consummates any Asset Sales, within thirty days of the Indenture. (b) On the 361st day after an Asset Sale, if each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 75 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Sixth Supplemental Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the this Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an any integral multiple of $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fourth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the Fourth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount Reduced Principal Amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount Reduced Principal Amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $2,0001,000, or integral multiples of $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount Original Principal Amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 30.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.10 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture, including, without limitation, the repurchase or redemption of Indebtedness that is subordinated to the notes or, in the case of any Subsidiary Guarantee, the guarantee of such Guarantor. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect Ex. 1 to App. - 7 to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth offering to repurchase Notes pursuant to the procedures governing 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 Offer as required by Section 4.15 of the IndentureControl. (b) On If the 361st day after an Company or a Restricted Subsidiary consummates any Asset SaleSales permitted by the Indenture, if when the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence make an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Offer to purchase the maximum principal amount of Notes and such any Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase, in accordance with the procedures set forth in Section 3.09 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered or Pari Passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenderslenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000basis, or integral multiples of $1,000 in excess thereof, shall be purchased) based on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer from Offer. Upon completion of such Asset Sale Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option amount of Holder to Elect Purchase” on the reverse of the NotesExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Second Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the Second Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Restricted Subsidiary consummates any Asset SaleSales, if when the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 4.03, of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Supplemental Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer 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. Within thirty (a30) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1.00 or an integral multiple of $1,000 1.00 in excess thereof) thereof of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 thirty (30) days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 4.25 of the Indenture. . If the Company or any Guarantor Transfers Oil and Gas Properties (bor any Equity Interests in any Guarantor owning such Oil and Gas Properties) On or Liquidates any Swap Agreement (in each case, other than Transfers permitted under Section 4.37(a)(i), Section 4.37(a)(iii), Section 4.37(a)(v), Section 4.37(a)(vi) or Section 4.37(a)(viii)), then the 361st day after an Asset SaleCompany shall, subject to the prepayment provisions in the First Lien Credit Agreement or, if the aggregate amount of Excess Proceeds then exceeds $20.0 millionFirst Lien Credit Agreement ceases to exist, any substantively equivalent provision in the Company shall commence Credit Facility, within ten (10) Business Days after such Transfer or Liquidation, make an offer Asset Sale Offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess from such Net Cash Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount of the Notes such Net Cash Proceeds in excess of $20,000,000 plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlementSettlement Date plus the Make Whole Premium, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, and will be payable in accordance with cash. Notwithstanding the procedures set forth foregoing, the company may, as long as no Default or Event of Default exists, within ten (10) Business Days after such Transfer or Liquidation, notify the Trustee and the Holders that it intends to reinvest such Net Cash Proceeds; provided that if no Default or Event of Default exists and the Company notifies the Trustee and the Holders that it plans to reinvest such Net Cash Proceeds in the Indenture. If any Excess Proceeds remain acquisition or development of Oil and Gas Properties constituting Proved Reserves, then it shall do so within ninety (90) days after consummation the date of such Transfer or Liquidation (provided that the execution of a binding AFE during such period shall be deemed to be a reinvestment so long as the amounts owed under such AFE are funded within 180 days after the date such AFE is executed); provided further, that (A) if the Company fails to make such reinvestment in such period, it shall make an Asset Sale OfferOffer in amount equal to 100% of such Net Cash Proceeds within ten (10) Business Days after the expiration of such 90-day period (or, as applicable, after the Company may use such remaining Excess expiration of the 180-day period following the execution of a binding AFE) and (B) in no event shall the aggregate amount of Net Cash Proceeds for any purpose not otherwise prohibited by permitted to be reinvested exceed $50,000,000 during the term of this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Net Cash Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001.00, or integral multiples of $1,000 1.00 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within Except as provided in the Indenture, within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% (or at the Company’s option, a greater percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the The Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if When the aggregate amount of Excess Proceeds then exceeds $20.0 25.0 million, within 10 days the Company shall commence an a pro rata offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to but not including the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal of such Holder's Notes pursuant to $2,000 or an integral multiple a Change of $1,000 Control Offer in excess thereof) of each Holder’s Notes cash at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase date. Within 30 days following a any Change of ControlControl Triggering Event, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth the procedures governing offering to repurchase Notes on the Change of Control Offer as Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.15 of the Indenturethis Indenture and described in such notice. (b) On If, as of the 361st first day after an Asset Saleof any calendar month, if the aggregate amount of Excess Proceeds then exceeds from Asset Sales not theretofore subject to an Offer to Purchase totals at least $20.0 10.0 million, the Company shall commence commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to all Purchase from the Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of and the Indenture, and to all holders of any Pari Passu Indebtedness then outstandingranking equally with the Notes and entitled to participate in such an Offer to Purchase on a pro rata basis, to purchase the maximum an aggregate principal amount of Notes and such Pari Passu other Indebtedness that may be purchased out of equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100101% of the principal amount of the Notes plus thereof, plus, in each case, accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject Payment Date. (c) The Company shall effect any Offer to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, Purchase in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional InterestXxxxxxxxxx Damages, if any, thereon to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase. Within 30 days following a any Change of Control, the Company shall will mail a notice of to each Holder describing the transaction or transactions that constitute the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day No later than 30 business days after an Asset Sale, if the aggregate amount of Excess Proceeds then held by the Company in connection with an Asset Sale exceeds $20.0 15.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) shall, pursuant to Section 3.09 of the Indenture, and (i) make an offer to all holders Holders of Notes and (ii) prepay, purchase or redeem (or make an offer to do so) any other Pari Passu Indebtedness then outstandingof the Company in accordance with provisions requiring the Company to prepay, purchase or redeem such Indebtedness with the proceeds from any asset sales (or offer to do so), pro rata in proportion to the respective principal amounts 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"), to purchase the maximum principal amount of Notes and of such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages, if any, thereon thereon, if any to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by . (c) Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an 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 entitled “titled "Option of Holder to Elect Purchase” on the reverse of the Notes" appearing below.

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

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, each Holder of Debentures will have the right to require the Company shall to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes such Xxxxxx's Debentures at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth offering to repurchase Debentures on the procedures governing date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Offer as Payment Date"), pursuant to the procedures required by Section 4.15 the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the IndentureExchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Debentures as a result of a Change of Control. (b) On If the 361st day after an Company or any Subsidiary of the Company consummates any Asset SaleSales, if when the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence be required to make an offer to all Holders of Notes Debentures (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness Debentures that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase, in accordance with the procedures set forth in the Indenture. If To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes Debentures tendered in connection with such Asset Sale Offer and surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness Debentures to be purchased on a pro rata basis (with basis. Upon completion of such adjustments as may be deemed appropriate by offer to purchase, the Trustee so that only Notes in denominations amount of $2,000, or integral multiples of $1,000 in excess thereof, Excess Proceeds shall be purchased) on reset at zero. Notwithstanding the basis of foregoing, the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer Company shall not be required to purchase will receive make an Asset Sale Offer from if (i) the Company prior Company's obligation to any related purchase date and may elect make such Asset Sale Offer is due to have such Notes purchased an Asset Sale by completing the form entitled “Option of Holder to Elect Purchase” on the reverse one or more of the NotesCompany's Subsidiaries, (ii) as a result of such Asset Sale (or Asset Sales), Finlay Jewelry is required to make and does make an offer similar to an Asset Sale Offer to the holders of the Senior Notes in accordance with the terms of the Senior Note Indenture and (iii) to the extent that the aggregate amount of Senior Notes tendered pursuant to such offer is less than the Excess Proceeds, Finlay Jewelry makes an Asset Sale Offer to all Holders of Debentures with such remaining Excess Proceeds.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an any integral multiple of $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fifth Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the Fifth Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount Reduced Principal Amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount Reduced Principal Amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $2,0001,000, or integral multiples of $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount Original Principal Amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture.: (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if When the aggregate amount of Excess Proceeds then exceeds $20.0 25.0 million, within 10 days the Company shall commence an a pro rata offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstandingoutstnading, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select the Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 business days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset Sale, if under certain circumstances as provided in the aggregate amount of Excess Proceeds then exceeds $20.0 millionIndenture, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase, in accordance with the procedures set forth in the Indenture. If any To the extent that the amount of the Excess Proceeds remain after consummation exceeds the aggregate amount of Notes tendered pursuant to an Asset Sale Offer, the Company (or such Subsidiary) may use such remaining Excess Proceeds excess for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu IndebtednessPRO 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.

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of each such Holder’s 's Notes (a "Change of Control Offer") at a purchase price in cash equal to 101102.5% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the purchase date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to to, but excluding, the Change of Control Settlement Payment Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture). (b) On If the 361st day after an Company or one of its Subsidiaries consummates any Asset SaleSales, if they shall not be required to apply any Net Available Cash in accordance with the Indenture until the aggregate amount of Excess Proceeds then Net Available Cash from all Asset Sales following the date the Notes are first issued exceeds $20.0 2.0 million. Thereafter, the Company shall shall, after application of the additional aggregate $2.0 million of Net Available Cash as provided in the second paragraph of Section 4.12 of the Indenture, commence an offer for Notes pursuant to all Holders of Notes the Indenture by applying the Net Available Cash (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Net Available Cash at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, such offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Net Available Cash, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsNet Available Cash, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer 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” Purchase [or Repurchase](2012 Notes)" on the reverse of the Notes. (c) [Holders of 2012 Notes have the right from and after September 1, 2011 to require the Company to repurchase such holder's 2012 Notes at a price of 100% of the principal amount thereof on the terms and conditions stated in the Indenture.]

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional InterestLiquidated Damages thereon, if any, to the date of settlement purchase (the “Change of Control Settlement DatePayment”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 this Indenture. If the Company or a Subsidiary consummates any Asset Sales, within thirty days of the Indenture. (b) On the 361st day after an Asset Sale, if each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 25 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.03 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, First Supplemental Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the this Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company Issuers shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price Purchase Price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (repurchase, in accordance with the “Change of Control Settlement Date”), subject to procedures set forth in the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement DateIndenture. Within 30 days following a any Change of Control, the Company Issuers shall send by first-class mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset SaleSale (the “Net Proceeds Offer Trigger Date”), if the such aggregate amount of Excess Net Cash Proceeds then exceeds $20.0 millionwhich have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (6)(a), (3)(b) and (6)(c) of paragraph (a) of Section 4.10 of the Company Indenture (each, a “Net Proceeds Offer Amount”) shall commence be applied by the Issuers or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”), on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indentureon a pro rata basis, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal that amount of Notes and such Pari Passu Indebtedness that may be purchased out of equal to the Excess Proceeds, Net Proceeds Offer Amount at an offer a price in cash in an amount equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date of settlement, subject purchase. Each Net Proceeds Offer will be mailed to the right record Holders as shown on the register of Holders of record on within 25 days following the relevant record date to receive interest due on an Interest Payment Date that is on or prior Net Proceeds Offer Trigger Date, with a copy to the Change of Control Settlement DateTrustee, in accordance and shall comply with the procedures set forth in the Indenture. If any Excess Upon receiving notice of the Net Proceeds remain after consummation of an Asset Sale 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 Issuers may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount that, when added to the Net Loss Proceeds the accumulated, is equal to or in excess of $10.0 million (the “Total Offer Amount”) (at which time, the entire unutilized Total Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required above). (c) On the 361st day after an Event of Loss or, if later, the extended date provided in the preceding paragraph (a “Loss Proceeds Offer Trigger Date”), such aggregate amount of Net Loss Proceeds which have not been applied on or before such Loss Proceeds Offer Trigger Date as permitted in Sections 4.19(a)(1), (a)(2) and (a)(3) of the Indenture (each a “Loss Proceeds Offer Amount”) shall be applied by the Company may use or such remaining Excess Subsidiary Guarantor to make an offer to purchase (the “Loss Proceeds for any purpose Offer”) on a date (the “Loss Proceeds Offer Payment Date”) not otherwise prohibited by less than 30 nor more than 45 days following the Indentureapplicable Loss Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Loss 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. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsLoss Proceeds to be used to purchase Notes, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (basis. To the extent that the aggregate amount of Notes tendered pursuant to a Loss Proceeds Offer is less than the Loss Proceeds Offer Amount, the Issuers may apply any remaining Net Loss Proceeds to any purpose consistent with such adjustments as 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 Issuers may be deemed appropriate by commence a Loss Proceeds Offer prior to the Trustee so that only Notes expiration of 360 days after the occurrence of an Event of Loss. The Issuers may defer any Loss Proceeds Offer until there is an aggregate unutilized Total Offer Amount equal to or in denominations excess of $2,00010.0 million (at which time, or integral multiples the entire unutilized Total Offer Amount, and not just the amount in excess of $1,000 in excess thereof10.0 million, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.applied as required above)..

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Company has given a notice of redemption of all outstanding Notes, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to in denominations of $2,000 1.00 or an any integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “Change of Control Settlement Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date. Within 30 days following a Change of Control, unless the Company has given a notice of redemption of all outstanding Notes, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) When the aggregate amount of Collateral Net Proceeds exceeds $10.0 million, the Company shall, within 60 days following the date on which such Collateral Net Proceeds first exceed such amount, use all Collateral Net Proceeds to make a Collateral Sale Offer to all Holders of Notes to purchase, on a pro rata basis, the maximum principal amount of Notes that may be purchased out of the Collateral Net Proceeds. The Company or any Restricted Subsidiary of the Company may invest the remaining Net Proceeds in any manner that is not prohibited by the Indenture. The offer price in any Collateral Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Settlement Date, and will be payable in cash. (c) On the 361st 366th day (or, at the Company’s option, any earlier date) after an Asset Sale other than a Collateral Disposition or a Specified Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and and, subject to limitations contained in Section 4.07 of the Indenture, to all holders of any Pari Passu Indebtedness then outstanding, to purchase purchase, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. . (d) If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders tendered into a Collateral Sale Offer or lenders, collectively, Asset Sale Offer exceeds the amount of Excess Proceedsproceeds allocated for the purchase of Notes, the Trustee shall will select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, 1.00 or any integral multiples of $1,000 in excess thereof, multiple thereof shall be purchased) or, in the case of Global Notes, the Trustee will select Notes for purchase based on the basis of the aggregate principal amount of tendered Notes and Pari Passu IndebtednessDTC’s method that most nearly approximates a pro rata selection unless otherwise required by law. Holders of Notes that are the subject of an offer to purchase will receive a Collateral Sale Offer or an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl Triggering Event occurs, each Holder shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal of such Holder's Notes pursuant to $2,000 or an integral multiple a Change of $1,000 Control Offer in excess thereof) of each Holder’s Notes cash at a purchase price equal to 101% of the aggregate principal amount of Notes repurchasedrepurchased plus accrued and unpaid interest and Additional Interest, if any, to the repurchase date. Within 30 days following any Change of Control Triggering Event, the Company 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 Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) The Company shall be required to use the Excess Proceeds from any Asset Sale under certain circumstances as required in the Indenture to make an Asset Sale Offer to the Holders of the Notes and the holders of any Applicable Pari Passu Indebtedness on a pro rata basis, an aggregate principal amount of the Notes and Applicable Pari Passu Indebtedness, if applicable, equal to such Excess Proceeds. The repurchase price shall be equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepayment date. Within 30 days following a Change of Control, the The Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “effect any Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, Offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 60 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

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

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

Repurchase at Option of Holder. (a) Within 30 days following Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each such Holder’s 's Notes pursuant to a Change of Control Offer at a purchase an offer price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the purchase date (subject to the right of settlement (Holders of record on the “relevant record date to receive interest to, but excluding, the Change of Control Settlement Payment Date”). (b) When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an Asset Sale Offer, which offer shall be in the amount A-5 of the Allocable Excess Proceeds (as defined below), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. To the extent that any portion of the amount of Excess Proceeds remains after compliance with the preceding sentence and provided that all Holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or such Restricted Subsidiary may use such remaining Excess Proceeds amount for any purpose not otherwise prohibited restricted by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof Indenture and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness Proceeds will be reset to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednesszero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, each Holder of Notes shall have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of each Holder’s Notes at that Holdxx'x Xotes pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company shall offer a Change of Control Payment in cash equal to (i) if such Change of Control is prior to November 15, 2001, 111.125% of the aggregate principal amount of Notes repurchased and (ii) if such Change of Control is on or after November 15, 2001, 101% of the aggregate principal amount of Notes repurchasedrepurchased plus, plus in each case, accrued and unpaid interest and Additional InterestLiquidated Damages, if any, on the Notes repurchased, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase. Within 30 ten days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth the procedures governing offering to repurchase Notes on the Change of Control Offer as Payment Date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.15 of the IndentureIndenture and described in such notice. (b) On If the 361st day after an Company or a Restricted Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 10 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes) tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an any integral multiple of $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Second Supplemental Indenture. (b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.04 of the Second Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount Reduced Principal Amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount Reduced Principal Amount of the Notes plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlementSettlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $2,0001,000, or integral multiples of $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount Original Principal Amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes as described in paragraph 5 above, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, unless the Company has previously or concurrently exercised its right to redeem all of the Notes as described in paragraph 5 above, the Company shall mail give a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 40.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Exhibit 1 to App - 8 Indenture, and if required by the terms of other Priority Lien Debt, to all holders of any Pari Passu Indebtedness then outstandingsuch other Priority Lien Debt, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness Priority Lien Debt, 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 of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lendersPriority Lien Debt, collectivelyif applicable, tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness the agent or trustee for and Priority Lien Debt, if applicable, shall select the and Priority Lien Debt to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of settlement (purchase the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any Asset Sale offer required by the terms of any pari passu Indebtedness incurred in accordance with this Indenture) to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestinterest, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof (and Pari Passu any pari passu Indebtedness surrendered by holders or lenders, collectively, as aforesaid) exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

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

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If a Change of ControlControl occurs, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional InterestAmounts, if any, to the date of settlement purchase (the “Change of Control Settlement Payment Date”), subject to the right rights of Holders of record on the relevant record date to receive interest due on an the relevant Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company Issuer shall mail a notice of the Change of Control Offer to each Holder and the Trustee and the Paying Agent describing the transaction or transactions that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On In the 361st day after an Asset Sale, if event that the aggregate amount of Excess Proceeds then exceeds $20.0 millionIssuer receives a Refund, the Company shall commence Issuer will, within 20 Business Days thereof, make an offer (a “Refund Offer”) to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase repurchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Refund at an offer a purchase price in cash in an amount equal to 100% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and Additional InterestAmounts, if any, thereon to the date of settlementpurchase, subject to the right rights of Holders of record on the relevant record date to receive interest due on an the relevant Interest Payment Date that is on or prior Date. Upon the commencement of a Refund Offer, the Issuer shall send a notice to each of the Holders, with a copy to the Change Trustee, which shall govern the terms of Control Settlement Datethe Refund Offer, shall state that a Refund has been received and shall set forth the procedures governing the Refund Offer as required by Section 4.19 of the Indenture. (c) If the Parent or any Restricted Subsidiary consummates an Asset Sale, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer may be required to make an Asset Sale Offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof Section 3.09 and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.4.10

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 business days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset Sale, if under certain circumstances as provided in the aggregate amount of Excess Proceeds then exceeds $20.0 millionIndenture, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 1111 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase, in accordance with the procedures set forth in the Indenture. If any To the extent that the amount of the Excess Proceeds remain after consummation exceeds the aggregate amount of Notes tendered pursuant to an Asset Sale Offer, the Company (or such Subsidiary) may use such remaining Excess Proceeds excess for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu IndebtednessPRO 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.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement purchase (the “Change of Control Settlement Purchase Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 30.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 3.10 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Purchase Date, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the IndentureIndenture including, without limitation, the repurchase or redemption of Indebtedness that is subordinated to the notes or, in the case of any Subsidiary Guarantee, the guarantee of such Guarantor. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st 366th day after an Asset SaleSale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change date of Control Settlement Datesettlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company Holdings shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes 's Debentures at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company Holdings shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an If Holdings or a Subsidiary consummates any Asset SaleSales, if within 25 days of each date on which the aggregate amount of Excess Net Proceeds then Offer Amount exceeds $20.0 10 million, the Company Holdings shall commence an offer to all Holders of Notes Debentures (an “Asset Sale "Net Proceeds Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness Debentures that may be purchased out of the Excess Proceeds, Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess To the extent that the aggregate amount of Debentures tendered pursuant to a Net Proceeds remain after consummation of an Asset Sale OfferOffer is less than the Net Proceeds Offer Amount, the Company Holdings (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes Debentures surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee shall select the Notes and Pari Passu Indebtedness Debentures to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes Debentures that are the subject of an offer to purchase will receive an Asset Sale Net Proceeds Offer from the Company Holdings prior to any related purchase date and may elect to have such Notes Debentures purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the NotesDebentures.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On If the 361st day after an Company or a Subsidiary consummates any Asset SaleSales, if within five days of each date on which the aggregate amount of Excess Proceeds then exceeds $20.0 5.0 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, purchase in accordance with the procedures set forth in A1-3 82 the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer 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 plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Special Repurchase Payment"). The Company shall mail a notice to each Holder of the Notes no later than March 31, 1998 describing the reasons the 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 such notice is mailed (the "Special Repurchase Payment Date"), pursuant to the procedures required by the Indenture.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, the Company shall be required to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s 's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional InterestInterest thereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 10 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. (b) On the 361st day after an Asset Sale, if When the aggregate amount of Excess Proceeds then from one or more Asset Sales exceeds $20.0 5.0 million, the Company shall commence an offer to all Holders of Notes (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional InterestInterest thereon, if any, thereon to the A1-4 date fixed for the closing of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date, such offer in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtednessbasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) Within 30 days following the occurrence of If there is a Change of Control, each Holder of Debentures will have the right to require the Company shall to make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes such Xxxxxx's Debentures at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of settlement purchase (the “"Change of Control Settlement Date”Payment"), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a any Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitutes constitute the Change of Control and setting forth offering to repurchase Debentures on the procedures governing date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Offer as Payment Date"), pursuant to the procedures required by Section 4.15 the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the IndentureExchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Debentures as a result of a Change of Control. (b) On If the 361st day after an Company or any Subsidiary of the Company consummates any Asset SaleSales, if when the aggregate amount of Excess Proceeds then exceeds $20.0 10.0 million, the Company shall commence be required to make an offer to all Holders of Notes Debentures (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness Debentures that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes thereof plus accrued and unpaid interest and Additional Interestthereon, if any, thereon to the date of settlement, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Datepurchase, in accordance with the procedures set forth in the Indenture. If To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for general corporate purposes or otherwise make an investment of such remaining amounts in any purpose manner that is not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes Debentures tendered in connection with such Asset Sale Offer and surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness Debentures to be purchased on a pro rata basis (with basis. Upon completion of such adjustments as may be deemed appropriate by offer to purchase, the Trustee so that only Notes in denominations amount of $2,000, or integral multiples of $1,000 in excess thereof, Excess Proceeds shall be purchased) on reset at zero. Notwithstanding the basis of foregoing, the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer Company shall not be required to purchase will receive make an Asset Sale Offer from if (i) the Company prior Company's obligation to any related purchase date and may elect make such Asset Sale Offer is due to have such Notes purchased an Asset Sale by completing the form entitled “Option of Holder to Elect Purchase” on the reverse one or more of the NotesCompany's Subsidiaries, (ii) as a result of such Asset Sale (or Asset Sales), Finlay Jewelry is required to make and does make an offer similar to an Asset Sale Offer to the holders of the Senior Notes in accordance with the terms of the Senior Note Indenture and (iii) to the extent that the aggregate amount of Senior Notes tendered pursuant to such offer is less than the Excess Proceeds, Finlay Jewelry makes an Asset Sale Offer to all Holders of Debentures with such remaining Excess Proceeds.

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