Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (ax) If there is a Xxxx xxx xxxxxxxxxx xx x Change of Control, each Holder shall have the Issuers shall right to require the Issuer to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (part, equal to $1,000 or an integral multiple thereof) of each $1,000, of the Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest thereon, if any, on Notes repurchased to the date of purchase fixed for repurchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company Parent or a Restricted Subsidiary consummates any Asset SaleSales, when the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Issuer shall commence an make a pro rata offer to purchase (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring 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 other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will shall be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Issuer may use such those Excess Proceeds for any purpose general corporate purposes not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to have been reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $EURO 1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 10 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 20.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu PARI PASSU with the Notes containing provisions requiring similar to those set forth in the 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 other pari passu PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu PARI PASSU Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, basis based on the principal amount of Excess Proceeds shall be reset at zerothe Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers Company shall be required to make an offer (a "to repurchase on the Change of Control Offer") to repurchase Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's the outstanding Senior Notes at a purchase price equal to 101101 % of the aggregate principal amount thereof plus accrued and unpaid interest, and Liquidated Damages, if any thereon to the Change of Control Payment Date. Holders of Senior Notes that are subject to an offer to purchase will receive a Change of Control Offer from the Company prior to any related Change of Control Payment Date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. (b) The Company shall be required when the cumulative amount of Excess Proceeds from Asset Sales exceeds $10.0 million to offer to purchase the maximum principal amount and/or accreted value, as applicable, of Senior Notes and Pari Passu Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the outstanding principal amount of the Senior Notes and 100% of the accreted value or 100% of the outstanding principal amount, as applicable, of the Pari Passu Notes, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to accordance with the procedures required by the Indenture and described set forth in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount Section 3.09 of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 and/or aggregate accreted value, as the case may be, of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer Pari Passu Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and such other pari passu Indebtedness Pari Passu Notes to be purchased on a pro rata basis. Upon completion basis (with such adjustments as may be deemed appropriate by the Company so that only Senior Notes and Pari Passu Notes in denominations of each Asset Sale Offer$1,000, the amount of Excess Proceeds or integral multiples thereof shall be reset at zeropurchased). Holders of Senior Notes that are the subject of an offer to purchase will receive an Asset Sale Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall Company will make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such A2-4 Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when any Net Proceeds from Asset Sales that are not applied or invested as provided in the Indenture will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 5.0 million or, if no Senior Subordinated Notes are outstanding, $10.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness PARI PASSU notes with similar asset sale provisions that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer for the Notes will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by general corporate purposes, including to make a similar offer for the IndentureSenior Subordinated Notes pursuant to the indenture for such Notes. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall will make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonon the Notes purchased, if any, to to, but excluding, the date of purchase (the "Change of Control Payment"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 10 30 days following any Change of Control, the Issuers shall will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by Section 4.15 of the Indenture and described in such noticeIndenture. (b) If The Company and its Subsidiaries must use the Company or a Restricted Subsidiary consummates Net Proceeds from any Asset SaleSale (including a Designated Asset Disposition), when Casualty Event or Condemnation Event that remain after any required application of such Net Proceeds to the aggregate amount repayment of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (Priority Lien Obligations to make an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture " to all Holders holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Parity Lien Obligations containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase purchase, repay or redeem with the proceeds of sales of assets to purchase assets, the maximum principal amount of Notes notes and such other pari passu Indebtedness Parity Lien Obligations that may be purchased purchased, repaid or redeemed out of the Excess Proceeds (which amount includes the entire amount of the such Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, interest to the date of purchase, and will be payable in cash. If any Excess of such Net Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries may use such Excess those excess Net Proceeds for any purpose not otherwise prohibited by the Indenture. If , including the aggregate principal amount A-7 100 making of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds Restricted Payments in accordance with the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.covenant described in Section 4.07

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, each Holder shall have the Issuers shall right to require the Company to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (part, equal to $1,000 or an integral multiple thereof) of each $1,000, of the Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest thereonand Liquidated Damages, if any, on Notes repurchased to the date of purchase fixed for repurchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when the aggregate amount of Excess Proceeds exceeds $25.0 million10.0 million in any calendar year, the Issuers Company shall commence an make a pro rata offer to purchase (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the 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 other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be deemed to have been reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any an Asset Sale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 5.0 million, the Issuers Company shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu paripassu with the Notes containing provisions requiring offers Notes, (an "Asset Sale Offer") pursuant to purchase or redeem with Section 3.09 of the proceeds of sales of assets Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu paripassu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and such other paripassu Indebtedness. If To the extent any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu paripassu Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall Company will be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest thereoninterest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). Within 10 ten days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing (or send such notice electronically if DTC is the transaction or transactions that constitute recipient) setting forth the procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset SaleSales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers shall commence Company may be required to make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basisbasis (except that any Notes represented by a Global Note will be selected by such method as DTC may require). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. 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) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring 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 other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the Issuers shall make an offer (a "Change of Control Offer") right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior 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 thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount thereof, plus accrued and unpaid interest, and Liquidated Damages thereon, if any, to the date of purchasepurchase 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 Senior Notes 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 A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Senior 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 A2-4 88 have such Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall make an be required to offer (a "to purchase on the Change of Control Offer") to repurchase Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof on the date of purchase, plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zeroDate. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale be mailed a Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes or portions thereof in authorized denominations purchased by completing the form entitled "“Option of Holder to Securityholder To Elect Purchase" ” appearing below. Securityholders have the right to withdraw their election by delivering a written notice of withdrawal to the Company or the Paying Agent in accordance with the terms of the Indenture. If there is a Triggering Distribution (as defined in the Indenture), the Company shall be required to offer to purchase on the reverse Repurchase Payment Date all outstanding Notes at a purchase price equal to 100% of the Notesprincipal amount thereof, together with any accrued and unpaid interest to the Repurchase Payment Date. Holders of Notes that are subject to an offer to purchase will be mailed a Repurchase Offer from the Company prior to any related Repurchase Payment Date and may elect to have such Notes or portions thereof in authorized denominations purchased by completing the form entitled “Option of Securityholder To Elect Purchase” appearing below. Securityholders have the right to withdraw their election by delivering a written notice of withdrawal to the Company or the Paying Agent in accordance with the terms of the Indenture.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall Company will be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest thereonand Special Interest, if any, on the Notes repurchased to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 10 30 days following any Change of Control, the Issuers shall Company will mail or cause to be mailed a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset SaleSales, when within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets asset sales, to purchase purchase, prepay or redeem the maximum principal amount of Notes notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such amounts shall no longer be considered Excess Proceeds for purposes of this Indenture and the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) If there is a Change of ControlControl occurs, the Issuers Company shall make an offer (a "Change of Control Offer") Offer to each Holder to repurchase all or any part (part, equal to $1,000 or an integral multiple thereof) of each $1,000, of the Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes to be repurchased, plus accrued and unpaid interest thereoninterest, if any, on Notes repurchased to the date fixed for repurchase. In the event of purchase (the "Change of Control Payment"). Within 10 days following any a Change of Control, notice thereof shall be given by the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant Company to the procedures required by Holders as provided in the Indenture and described Indenture. To exercise a repurchase right, a Holder must surrender the Notes to be repurchased to the Paying Agent as provided in such notice. (b) the Indenture. If the Company or a Restricted Subsidiary of the Company consummates any Asset SaleSale or Asset Sales, when the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Company shall commence make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in Section 4.03 of the Second Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase on a pro rata basis (based on the purchase price) the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will shall be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds available to purchase Notes, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus plus, in each case, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase (in either case, the "Change of Control PaymentPayment Date"). Within 10 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 10 million, the Issuers Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and all Indebtedness ranking pari passu with the Notes (the "Pari Passu Notes," which definition shall not include the Existing Senior Subordinated Notes, which are entitled to receive a prior offer to repurchase out of Net Proceeds) tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer Pari Passu Notes surrendered by Holders thereof exceeds A1 - 4 the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness the Pari Passu Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall Company will make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonand Special Interest on the Notes repurchased, if any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 10 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness Parity Lien Debt that is pari passu contains provisions similar to those set forth herein with the Notes containing provisions requiring respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Parity Lien Debt that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness Parity Lien Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to the Parity Lien Debt will be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Issuer shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 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 thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers Issuer 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 such notice, pursuant to the procedures required by the Supplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 250 million, the Issuers Company shall commence an offer (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (Proceeds, which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount of the subject Notes plus accrued and unpaid interest, if any, to the date of the purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount xxxxxx of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall Company will make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonand Additional Interest on the Notes repurchased, if any, to the date of purchase (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company consummates one or a Restricted Subsidiary consummates any Asset Salemore Sales of MobiFon Equity, when the aggregate amount of Excess Net Proceeds received from any such Sale of MobiFon Equity exceeds $25.0 3.5 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the MobiFon Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any MobiFon Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries may use such amounts for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of MobiFon Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of any such Asset Sale Offer, the amount of MobiFon Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (c) If MobiFon or a Subsidiary consummates any Asset Sales (other than a Sale of MobiFon Equity), when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any such Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (d) Commencing with the period beginning on the date of the Indenture and ending July 31, 2004, and for each 12-month period ended July 31 thereafter until the maturity of the Notes, the Company will make an Excess Cash Flow Offer to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased using the Excess Cash. The offer price in such Excess Cash Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. Within 30 days following each July 31, the Company will mail a notice to each Holder setting forth the procedures governing the Excess Cash Flow Offer as required by the Indenture. If any Excess Cash remains after consummation of an Excess Cash Flow Offer, the Company may use such Excess Cash for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Excess Cash Flow Offer exceeds the amount of Excess Cash, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Excess Cash Flow 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 to Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuers shall make an offer (a "Change of Control Offer") right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder'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 thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 65 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers shall commence Company will be required to make an offer to all Holders of Notes and, to the extent required by the terms of any Pari Passu Indebtedness to all holders of such Pari Passu Indebtedness (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and any such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The , at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture or such Pari Passu Indebtedness. If To the extent that the aggregate principal amount at maturity of (or Accreted Value, as the case may be) and any Excess Proceeds remain after consummation of such 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 A-7 100 of Notes and such other pari passu any Pari Passu Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Notes that are the subject of an offer to purchase will receive 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 Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Subordinated Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeSenior Subordinated Note Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Company shall commence an offer to all Holders of Senior Subordinated Notes (an as "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Senior Subordinated Note Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Subordinated Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Senior Subordinated Note Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Senior Subordinated Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Senior Subordinated Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Subordinated Note Trustee shall select the Senior Subordinated Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Senior Subordinated 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 Senior Subordinated Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Subordinated Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus plus, in each case, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase (in either case, the "Change of Control PaymentPayment Date"). Within 10 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 10 million, the Issuers Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and all Indebtedness ranking pari passu with the Notes (the "Pari Passu Notes," which definition shall not include the Existing Senior Subordinated Notes, which are entitled to receive a prior offer to repurchase out of Net Proceeds) tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer Pari Passu Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness the Pari Passu Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers Company shall make an offer to purchase (a "“Change of Control Offer"”) all Notes, and each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each such Holder's Notes ’s Notes, at a purchase price equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the purchase date (subject to the right of purchase (Holders on the "Change of Control Payment"relevant record date to receive interest due on the relevant interest payment date). Within 10 days following any Change of Control, the Issuers The Company shall mail a notice purchase all Notes validly tendered pursuant to each Holder describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such noticenot withdrawn. (b) If the Company or a one of its Restricted Subsidiary Subsidiaries consummates any Asset SaleSales, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers Company shall commence an offer (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, to the date of purchase, pursuant to Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes (including Additional Notes) and other pari passu Indebtedness validly and properly tendered and not withdrawn pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness validly and properly tendered and not withdrawn into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company or the trustee, agent or other similar party with respect to such other pari passu Indebtedness will select such to be purchased on a pro rata basis. Upon completion as described in Article 3 of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zeroIndenture. 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. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder will have the Issuers shall make an offer (a "Change of Control Offer") right to require AirGate to repurchase all or any part (equal to $1,000 100 or an integral multiple thereof) of each such Holder's Senior Subordinated Secured 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 thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase (the "Change of Control Payment")purchase. Within 10 ten days following any Change of Control, the Issuers shall AirGate will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers shall commence AirGate will be required to make an offer to all Holders and to holders of such other Indebtedness that is pari passu with the Senior Subordinated Secured Notes (an "Asset Sale Offer") pursuant to Section 4.11 purchase the maximum principal amount of the Indenture to all Holders of Senior Subordinated Secured Notes and all holders of such other Indebtedness that is pari passu with the Senior Subordinated Secured Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The , at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, interest to the date of purchasepurchase in accordance with the procedures set forth in the Indenture or such other governing document in the case of Indebtedness pari passu with the Senior Subordinated Secured Notes. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Senior Subordinated Secured Notes and such other Indebtedness that is pari passu with the Senior Subordinated Secured Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company AirGate may use such any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Senior Subordinated Secured Notes and such other Indebtedness that is pari passu Indebtedness tendered into such Asset Sale Offer with the Senior Subordinated Secured Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Secured Notes and such other Indebtedness that is pari passu Indebtedness with the Senior Subordinated Secured Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Senior Subordinated Secured 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 AirGate prior to any related purchase date and may elect to have such Senior Subordinated Secured Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall Company will be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest thereoninterest, if any, on the Notes repurchased to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 10 30 days following any Change of Control, the Issuers shall Company will mail or cause to be mailed a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset SaleSales, when within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets asset sales, to purchase purchase, prepay or redeem the maximum principal amount of Notes notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such amounts shall no longer be considered Excess Proceeds for purposes of this Indenture and the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (ai) If there is a Change of Control, the Issuers Company shall make an offer (a "to repurchase on the Change of Control Offer") to repurchase Payment Date all or any part (equal to $1,000 or outstanding Securities at an integral multiple thereof) of each Holder's Notes at a purchase offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the Change of Control Payment Date. Holders that are subject to an offer to purchase shall receive a Change of Control Offer from the Company prior to any related Change of Control Payment Date and may elect to have such Securities purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. (ii) If the Company or a Subsidiary consummates an Asset Sale, within 365 days after the receipt of any Net Proceeds from such Asset Sale, the Company or such Subsidiary may apply such Net Proceeds (a) to purchase one or more Nursing Facilities or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Nursing Facilities and/or one or more Related Businesses, (b) to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any business in which the Company is permitted to be engaged pursuant to Section 4.15 of the Indenture, or (c) to permanently reduce Indebtedness (other than Subordinated Indebtedness) of the Company or its Subsidiaries. Pending the final application of any such Net Proceeds, the Company or such Subsidiary may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from any Asset Sale that are not so invested or applied shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer to all Holders of Securities and holders of any other Indebtedness of the Company ranking on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any Asset Sales, pro rata in proportion to the respective principal amounts of the Securities and such other Indebtedness then outstanding (a "Senior Asset Sale Offer") to purchase the maximum principal amount of Securities and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (purchase, in accordance with the "Change terms of Control Payment")the Indenture. Within 10 days following any Change of Control, To the Issuers shall mail a notice to each Holder describing the transaction or transactions extent that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any tendered pursuant to a Senior Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to is less than the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale OfferProceeds, the Company may use such any remaining Excess Proceeds for any purpose general corporate purposes not otherwise prohibited by at the time under the Indenture. If the aggregate principal amount A-7 100 of Notes Securities and such other pari passu Indebtedness tendered into such surrendered by holders pursuant to a Senior Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities and such other pari passu Indebtedness to shall be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will shall receive an a Senior Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes Securities purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes Securities at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in Indenture. Holders of Securities may elect to have such noticeSecurities purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds from Asset Sales exceeds $25.0 10.0 million, the Issuers Company shall commence make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes Securities and all holders Holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets Securities (as "Asset Sale Offer") to purchase the maximum principal amount of Notes Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, to the date fixed for the closing of purchasesuch offer. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes Securities and such other pari passu Indebtedness tendered into pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, based on the principal amount of Excess Proceeds shall be reset at zeroSecurities and such other pari passu Indebtedness tendered. Holders of Notes Securities 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 Securities purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the NotesSecurities.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the Issuers shall make an offer (a "Change of Control Offer") right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior 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 thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount thereof, plus accrued and unpaid interest, and Liquidated Damages thereon, if any, to the date of purchasepurchase 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 Senior Notes 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 A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Senior 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 Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Issuer shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 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 thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers Issuer 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 such notice, pursuant to the procedures required by the Supplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 250 million, the Issuers Company shall commence an offer (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (Proceeds, which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount of the subject Notes plus accrued and unpaid interest, if any, to the date of the purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall make an Company will be required to offer (a "to purchase on the Change of Control Offer") to repurchase Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus thereof, together with accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, thereon to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale a Change of Control Offer from the Company prior to any related purchase date Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on appearing below. A-104 When the reverse cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 (Asset Sales) and 4.16 (Maintenance of Insurance) or Section 3.09 (Offer to Purchase By Application of Excess Proceeds) of the Indenture, exceeds $17.5 million, the Company will be required to offer to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to the date of purchase. To the extent the Company or a Restricted Subsidiary is required under the terms of Indebtedness of the Company or such Restricted Subsidiary which is PARI PASSU with, or (in the case of any secured Indebtedness) senior with respect to such collateral to, the Notes with any proceeds which constitute Excess Proceeds under the Indenture, the Company shall make a pro rata offer to the holders of all other PARI PASSU Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other PARI PASSU Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other PARI PASSU Indebtedness to be purchased on a PRO RATA basis. Holders of Notes that are subject to an offer to purchase will receive a Excess Proceeds Offer from the Company prior to any related Purchase Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Subordinated Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeSenior Subordinated Note Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Company shall commence an offer to all Holders of Senior Subordinated Notes (an as "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Senior Subordinated Note Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Subordinated Notes and such other pari passu Indebtedness (including any Additional Senior Subordinated Notes) that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Senior Subordinated Note Indenture. If To the extent that the aggregate amount of Senior Subordinated Notes (including any Excess Proceeds remain after consummation of Additional Senior Subordinated Notes) tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Senior Subordinated Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Subordinated Note Trustee shall select the Senior Subordinated Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Senior Subordinated 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 Senior Subordinated Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Subordinated Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, each Holder shall have the Issuers shall right to require the Company to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (part, equal to $1,000 or an integral multiple thereof) of each $1,000, of the Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest thereonand Liquidated Damages, if any, on Notes repurchased to the date of purchase fixed for repurchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when the aggregate amount of Excess Proceeds exceeds $25.0 million10.0 million in any calendar year, the Issuers Company shall commence an make a pro rata offer to purchase (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the 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 other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be deemed to have been reset at zero. Holders of ---------- (a) Only applicable to Initial 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" issued on the reverse of the NotesIssue Date.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the Issuers shall make an offer (a "Change of Control Offer") right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior 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 thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount thereof, plus accrued and unpaid interest, and Liquidated Damages thereon, if any, to the date of purchasepurchase 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 Senior Notes 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 A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Senior 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 Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, unless the Issuers shall have previously or concurrently exercised their right to redeem all of the Notes, the Company will be required to make an offer (a "Change of Control Offer") Offer to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to the date of purchase (purchase, subject to the "rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Payment")Purchase Date. Within 10 30 days following any Change of Control, unless the Issuers shall mail have previously or concurrently exercised their right to redeem all of the Notes, the Company will send a notice to each Holder describing and the transaction or transactions that constitute Trustee setting forth the procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale, when within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 20.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, offering to purchase or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount amount, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase or redemption, subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary of the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into 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 such other pari passu Indebtedness to be purchased on a pro rata basisbasis (except as provided in Section 4.10 of the Indenture). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall 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) If there is Upon a Change of Control, each Holder of Notes will have the Issuers shall right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase (in either case, the "Change of Control Payment"). Within 10 15 days following any Change of Control, the Issuers 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 pursuant to the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 5.0 million, the Issuers Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 4.11 4.10 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date fixed for the closing of purchasesuch 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 Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata PRO RATA basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesattached to this Note.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the Issuers shall make an offer (a "Change of Control Offer") right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior 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 thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount thereof, plus accrued and unpaid interest, and Additional Interest thereon, if any, to the date of purchasepurchase 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 Senior Notes 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 A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Senior 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 Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) . If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus plus, in each case, accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase (in either case, the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company Company, Holdings or a any of their respective Restricted Subsidiary Subsidiaries consummates any Asset Sale, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 5.0 million, the Issuers Company and Holdings shall commence an offer to all Holders of Notes (an as "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of purchasesuch 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 Company, or Holding, as the case may be, may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer Additional Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. In the event that the Company consummates an Asset Sale involving all or substantially all of the assets of the Company and its Subsidiaries (a) If there is a Change "Company Sale"), within 30 days after the receipt of Controlthe proceeds of such Asset Sale, the Issuers Company shall make an offer (a pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any assets sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture) to all Holders of Notes (an "Change of Control Asset Sale Offer") to repurchase all or any part (purchase the maximum principal amount of Notes that may be purchased out of the proceeds of such Asset Sale, at an offer price in cash in an amount equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth herein. If To the extent that any Excess Proceeds proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof (and any pari passu Indebtedness, as aforesaid) exceeds the amount of Excess Proceedsthe proceeds of such Asset Sale, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Notwithstanding anything to the contrary provided herein, in the event of each an Asset Sale that is not a Company Sale, the Company may use the proceeds from such sale to (a) make an Asset Sale Offer, (b) repurchase Notes in open market transactions and/or (c) invest in Permitted Businesses. ---------- (2) [The 18-month anniversary of the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse issuance of the Notes.]

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 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 thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall Company will be required to make an offer Offer to Purchase (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest thereoninterest, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 10 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Issuers shall mail a notice Company commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the Change of Control Payment Date procedures specified in such notice, pursuant to Section 3.8 of the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a any of its Restricted Subsidiary Subsidiaries consummates any an Asset Sale, when any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $25.0 million, within thirty days thereof, the Issuers shall commence Company will make an offer Offer to Purchase (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, in each case, equal to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Pari Passu Debt that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any such Asset Sale Offer will be payable in cash and equal to 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest, if any, to but excluding the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Company prior to any related purchase date 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) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeSenior Note Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an as "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Senior Note Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Senior Note Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Senior Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Note Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Senior 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 Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes.

Repurchase at Option of Holder. In the event that the Company consummates an Asset Sale involving all or substantially all of the assets of the Company and its Subsidiaries (a) If there is a Change "Company Sale"), within 30 days after the receipt of Controlthe proceeds of such Asset Sale, the Issuers Company shall make an offer (a pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any assets sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture) to all Holders of Notes (an "Change of Control Asset Sale Offer") to repurchase all or any part (purchase the maximum principal amount of Notes that may be purchased out of the proceeds of such Asset Sale, at an offer price in cash in an amount equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures required by the Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth herein. If To the extent that any Excess Proceeds proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof (and any pari passu Indebtedness, as aforesaid) exceeds the amount of Excess Proceedsthe proceeds of such Asset Sale, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion Notwithstanding anything to the contrary provided herein, in the event of each an Asset Sale that is not a Company Sale, the Company may use the proceeds from such sale to (a) make an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of (b) repurchase 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 Notesin open market transactions and/or (c) invest in Permitted Businesses.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeSenior Note Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an as "Asset Sale Offer") pursuant to Section 4.11 3.09 of the Senior Note Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness (including any Additional Senior Notes) that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Senior Note Indenture. If To the extent that the aggregate amount of Senior Notes (including any Excess Proceeds remain after consummation of Additional Senior Notes) tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Senior Note Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Senior 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 Senior Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall Company will be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). Within 10 ten days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset SaleSales, when within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. .. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Issuers shall Company will be required to make an offer (a "Change of Control Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereonand Additional Interest, if any on the Notes repurchased, if any, to the Change of Control Payment Date, subject to the rights of Holders on the relevant record date of purchase to receive interest due on the relevant Interest Payment Date (the "Change of Control Payment"). Within 10 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset SaleSales, when within ten days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 15.0 million, the Issuers shall Company will commence an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Pari Passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable cash in cash and an amount equal to 100% of the principal amount thereof plus accrued and unpaid interestinterest and Additional Interest thereon, if any, to the date of 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 Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Pari Passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, basis based on the principal amount of Excess Proceeds shall be reset at zeroNotes and such other Pari Passu Indebtedness tendered. 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 this Note and otherwise complying with the Notesprocedures set forth in the Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall Company will be required to make an offer Offer to Purchase (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 10 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Issuers shall mail a notice Company commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the Change of Control Payment Date procedures specified in such notice, pursuant to Section 3.8 of the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a any of its Restricted Subsidiary Subsidiaries consummates any an Asset Sale, when any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $25.0 million, within thirty days thereof, the Issuers shall commence Company will make an offer Offer to Purchase (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, in each case, equal to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Pari Passu Debt that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any such Asset Sale Offer will be payable in cash and equal to 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest, if any, interest to but excluding the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Company prior to any related purchase date 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) If there is a Change of Control, the Issuers Issuer shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 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 thereof plus accrued and unpaid interest thereonand Special Interest, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers Issuer 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 such notice, pursuant to the procedures required by the Supplemental Indenture and described in such notice. (b) If the Company or a Restricted Subsidiary thereof consummates any Asset Sale, when the aggregate amount of Excess Proceeds exceeds $25.0 250 million, the Issuers Company shall commence an offer (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Supplemental Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu of equal priority with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness of equal priority that may be purchased out of the Excess Proceeds (Proceeds, which amount includes the entire amount of the Net Proceeds). The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount of the subject Notes plus accrued and unpaid interestinterest and Special Interest, if any, to the date of the purchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness of equal priority to be purchased on a pro rata basis. If any Excess Proceeds remain after consummation of an Asset Sale Offer, then the Company or any Restricted Subsidiary thereof may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse side of the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, the Issuers shall Company will be required to make an offer Offer to Purchase (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price (the “Purchase Price”) in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest thereon, if any, to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase (the "foregoing, a Change of Control Payment"). Within 10 Offer shall be deemed to have been made if (i) within thirty (30) days following any a Change of Control, the Issuers shall mail a notice Company commences an Offer to each Holder describing Purchase all outstanding Notes at the transaction or transactions that constitute Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control and offering to repurchase Notes on Offer will be conducted in accordance with the Change of Control Payment Date procedures specified in such notice, pursuant to Section 3.8 of the procedures required by the Indenture and described in such noticeIndenture. (b) If the Company or a any of its Restricted Subsidiary Subsidiaries consummates any an Asset Sale, when any Net Cash Proceeds therefrom that are not applied or invested as provided in the third paragraph of Section 4.10 of the Indenture within 365 days after the receipt of any Net Cash Proceeds from such applicable Asset Sale will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $25.0 million, within thirty days thereof, the Issuers shall commence Company will make an offer Offer to Purchase (an "“Asset Sale Offer"”) pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets assets, in each case, equal to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Pari Passu Debt that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price in any such Asset Sale Offer will be payable in cash and equal to 100% of the principal amount of the Notes purchased, plus accrued and unpaid interest, if any, interest to but excluding the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company will select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basisbasis as between the Notes and Pari Passu Debt. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.8 of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Company prior to any related purchase date 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) If there is a Change of Control, the Issuers shall Company will be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase (the "“Change of Control Payment"”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 10 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset SaleSales, when within 15 Business Days after the aggregate amount of Excess Proceeds exceeds $25.0 10.0 million, the Issuers shall commence Company will make an offer (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Parity Lien Obligations containing provisions requiring similar to those set forth in the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets assets, to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness Parity Lien Obligations that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The offer price for the Notes and any other Parity Lien Obligations in any Asset Sale Offer will be payable in cash and equal to 100% of the principal amount of the Notes and such other Parity Lien Obligations purchased, plus accrued and unpaid interest, if any, interest on the Notes and any other Parity Lien Obligations to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount A-7 100 of Notes and such other pari passu Indebtedness Parity Lien Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to Parity Lien Obligations shall be purchased on a pro rata basisbasis based on the principal amount of Notes and such other Parity Lien Obligations tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

Repurchase at Option of Holder. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the Issuers shall make an offer (a "Change of Control Offer") right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each such Holder's Senior 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 thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 10 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on setting forth the procedures governing the Change of Control Payment Date specified in such notice, pursuant to the procedures Offer required by the Indenture and described in such noticeIndenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sale, when When the aggregate amount of Excess Proceeds exceeds $25.0 5.0 million, the Issuers Company shall commence an offer to all Holders of Senior Notes (an "Asset Sale Offer") pursuant to Section 4.11 of the Indenture to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (which amount includes the entire amount of the Net Proceeds). The at an offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal amount thereof, plus accrued and unpaid interest, and Liquidated Damages thereon, if any, to the date of purchasepurchase 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 Senior Notes 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 A-7 100 of Senior Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. . (c) Holders of the Senior 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 Senior Notes purchased by completing the form entitled titled "Option of Holder to Elect Purchase" on the reverse of the Notesappearing below.