Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of in Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change in Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of in Control PaymentRepurchase Price"). Within 30 15 days A1-6 following any Change of in Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions procedures governing the Change in Control Offer as required by the Indenture. To the extent that constitute the aggregate amount of Notes tendered pursuant to a Change in Control Offer is less than the Net Proceeds included in such Change of Control and offering Offer, the Company shall use such deficiency to make an offer to repurchase Junior Notes in accordance with the provisions of the Junior Note Indenture. Holders of Notes that are subject to a Change in Control Offer will receive a Change in Control 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 date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from reverse of the date such notice is mailed (the "Change of Control Payment Date"), pursuant Notes. Notwithstanding anything to the procedures contrary in the Indenture or this Section 7, the Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Senior Note Indenture and described under the Change in such noticeControl Offer. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted SubsidiarySubsidiary receives Net Proceeds from an incurrence of Indebtedness (other than Excluded Indebtedness), provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility Company shall not be required to result in the permanent reduction make an offer (a "Debt Incurrence 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 100% of the amounts outstanding under aggregate principal amount thereof plus accrued and unpaid interest, if any, to the Credit Agreement or correspondingly permanently reduce date of purchase (the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto"Debt Incurrence Repurchase Price"). If Within 15 days following any such legally binding agreement to invest such Net Cash Proceeds is terminatedincurrence of Indebtedness, the Company may, within 90 days shall mail a notice to each Holder setting forth the procedures governing the Debt Incurrence Offer as required by the Indenture. To the extent that the aggregate amount of such termination or within 12 months of such Asset Sale, whichever Notes tendered pursuant to a Debt Incurrence Offer is later, invest such less than the aggregate Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained included in such clause (ii)) above. Pending the final application of any such Net Cash ProceedsDebt Incurrence Offer, the Company may temporarily reduce revolving credit borrowings (or otherwise invest such Net Cash Proceeds Restricted Subsidiary) shall use such deficiency to make an offer to repurchase Junior Notes in a manner that is not prohibited by this accordance with the provisions of the Junior Note Indenture. The If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of such Net Cash Proceeds not so used as set forth above Proceeds, the Trustee shall select the Notes to be purchased pro rata in this paragraph shall constitute "Excess Proceeds". When accordance with the aggregate principal amount of Excess Proceeds exceeds $10 millionthe Notes then outstanding. Holders of Notes that are the subject of a Debt Incurrence Offer will receive a Debt Incurrence Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (c) If the Company or a Restricted Subsidiary consummates any Asset Sales of assets or rights that do not constitute Note Collateral, the Company will, within 30 days thereafter, shall be required to make an offer to purchase (an "Excess Proceeds Asset Sale Offer") from all Holders to repurchase the maximum principal amount of Notes on a pro rata basisthat may be purchased out of the Net Proceeds at an offer price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Asset Sale Repurchase Price") in accordance with the procedures set forth in this the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the aggregate Net Proceeds included in such Asset Sale Offer, the maximum principal amount Company (expressed as a multiple of $1,000or such Restricted Subsidiary) of shall use such deficiency to make an offer to repurchase Junior Notes that may be purchased in accordance with the Excess Proceeds, at a purchase price in cash equal to 100% provisions of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedJunior Note Indenture. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the Excess amount of such Net Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basisin accordance with the principal amount of the Notes then outstanding. Upon completion Holders of Notes that are the subject of an Asset Sale Offer 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) Notwithstanding anything to the contrary in the Indenture or herein, the Company shall not be required to make a Debt Incurrence Offer or an Asset Sale Offer until such time as the aggregate Net Proceeds of all Asset Sales of assets or rights that do not constitute Note Collateral and the Net Proceeds of all incurrences of Indebtedness, in each case that are required to be used to offer to purchaserepurchase Notes pursuant to Sections 7(b) and 7(c) above, since (1) the amount date of Excess the Indenture, in the case of the initial offer to repurchase Notes, or (2) the date of the immediately preceding offer to repurchase Notes, in the case of any subsequent offer to repurchase Notes, equals or exceeds $3.0 million; provided, that prior to such repurchase, such Net Proceeds will shall be reset to zerodeposited in an interest bearing cash collateral account pledged for the benefit of the Holders of Notes and the holders of Junior Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the 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 such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted Subsidiary, provided that the repayment of Subsidiary consummates any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When Sales when the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make shall commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis(as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this the Indenture, . To the maximum principal extent that the aggregate amount (expressed as a multiple of $1,000) of Notes that may be purchased with tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the date such offer to purchase is consummatedIndenture. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon completion Holders of such Notes that are the subject of an offer to purchase, purchase will receive an Asset Sale Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of ControlControl Triggering Event, unless the Issuer has exercised its right to redeem the Securities as described above, each Holder of Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 or an integral multiple in excess thereof) of such Holder's Notes ’s Securities pursuant to the offer described below (the "“Change of Control Offer"Offer ”) at an offer price in cash 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"Payment ”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date; provided, that the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days A1-6 following the date upon which any Change of ControlControl Triggering Event occurs, or at the Issuer’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Company Issuer will mail a notice to each Holder describing the events constituting a Change of Control Triggering Event (including the transaction or transactions that constitute the Change of Control Control) and offering to repurchase Notes Securities on the date specified in such notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after . The notice, if mailed prior to the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion occurrence of the Net Cash Proceeds Change of Control Triggering Event, will state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event on or prior to the permanent reduction Change of amounts outstanding Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Credit Agreement (Exchange Act and to correspondingly reduce the commitments, if any, with respect thereto) or any other securities laws and regulations thereunder to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement extent such laws and regulations are applicable in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction repurchase of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed Securities as a multiple result of $1,000) a Change of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroControl Triggering Event.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the 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 such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted Subsidiary, provided that the repayment of Subsidiary consummates any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When Sales when the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make shall commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with (as "Asset Sale Offer") pursuant to Section 3.09 of the procedures set forth in this Indenture, Indenture to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to the date fixed for the closing of such offer offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to purchase an Asset Sale Offer is consummatedless than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon completion Holders of such Notes that are the subject of an offer to purchase, purchase will receive an Asset Sale Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the 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 such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and any unpaid interest and Liquidated Damages thereon, if any, to the date Change of purchase Control Payment Date (as hereinafter defined) (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 days A1-6 following any of the occurrence of a Change of Control, the Company will shall notify the Trustee in writing of such proposed occurrence and shall make a Change of Control Offer. Within 30 days following the occurrence of a Change of Control, the Company shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted SubsidiarySubsidiary consummates any Asset Sales, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the within 10 days following each Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminatedTrigger Date, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis(an "ASSET SALE OFFER") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the Asset Sale Offer Purchase Date in accordance with the procedures set forth in this the Indenture, . To the maximum principal amount (expressed as a multiple of $1,000) of Notes extent that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such excess for general corporate purposes. Holders of Notes to be purchased will be selected on a pro rata basis. Upon completion that are the subject of such an offer to purchase, purchase will receive an Asset Sale Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of ControlControl Triggering Event, unless the Issuer has exercised its right to redeem the Securities as described above, each Holder of Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes ’s Securities pursuant to the offer described below (the "“Change of Control Offer"Offer ”) at an offer price in cash 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"Payment ”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date; provided, that the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days A1-6 following the date upon which any Change of ControlControl Triggering Event occurs, or at the Issuer’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Company Issuer will mail a notice to each Holder describing the events constituting a Change of Control Triggering Event (including the transaction or transactions that constitute the Change of Control Control) and offering to repurchase Notes Securities on the date specified in such notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after . The notice, if mailed prior to the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion occurrence of the Net Cash Proceeds Change of Control Triggering Event, will state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event on or prior to the permanent reduction Change of amounts outstanding Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Credit Agreement (Exchange Act and to correspondingly reduce the commitments, if any, with respect thereto) or any other securities laws and regulations thereunder to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement extent such laws and regulations are applicable in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction repurchase of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed Securities as a multiple result of $1,000) a Change of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroControl Triggering Event.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 30 ten days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted Subsidiary, provided that the repayment of Subsidiary consummates any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application within five days of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When each date on which the aggregate amount of Excess Proceeds exceeds $10 10.0 million, the Company will, within 30 days thereafter, make shall commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis(as "Asset Sale Offer") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in this the Indenture, . To the maximum principal extent that the aggregate amount (expressed as a multiple of $1,000) of Notes that may be purchased with tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to Company (or the date Restricted Subsidiary) may use such offer to purchase is consummateddeficiency for general corporate purposes. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon completion Holders of such Notes that are the subject of an offer to purchase, purchase will receive an Asset Sale Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder the Issuers shall be required to make an offer (a “Change of Notes will have the right to require the Company Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash a Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages additional interest, if any, to the date of repurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) Except as otherwise provided in the Indenture, on the 361st day after an Asset Sale (a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Amount”) shall be applied by Xxxxxx Publishing or such Restricted Subsidiary to allow the Issuers to make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of such Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase (purchase. Each Net Proceeds Offer will be mailed to the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes record Holders as shown on the date specified in such noticeregister of Holders within 25 days following the Net Proceeds Offer Trigger Date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant with a copy to the procedures required by the Indenture Trustee, and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance comply with the procedures set forth in this the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the maximum principal amount (expressed as a multiple of $1,000) of tendered Notes that may and Pari Passu Indebtedness will be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion basis based on the aggregate amounts of such offer to purchase, Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Excess Notes tendered). A Net Proceeds will Offer shall remain open for a period of 20 Business Days or such longer period as may be reset to zerorequired by law.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require that the Company to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) a portion of such Holder's Notes pursuant to the offer described below in the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") ), at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (subject to the "Change right of Control Payment"Holders of record on the relevant record date to receive interest due on the relevant payment date). Within 30 60 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing by first-class mail, which notice shall govern the transaction or transactions that constitute terms of the Change of Control and offering to repurchase Notes on Offer. Such notice shall state, among other things, the date specified in such noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted SubsidiarySubsidiary consummates any Asset Sales, provided under certain circumstances the Company is required to commence an offer to all Holders of Notes (a "NET PROCEEDS OFFER") and holders of other Indebtedness that the repayment of any Indebtedness incurred under the Credit Agreement in connection is PARI PASSU with the acquisition of any Facility Notes containing provisions similar to those contained in the Indenture with respect to offers to purchase or redeem with the proceeds of any subsequent Sale such Asset Sales pursuant to Sections 3.09 and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction 4.10 of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The offer price for the Notes (the "NET PROCEEDS OFFER AMOUNT") will be at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basisoffer, in accordance with the procedures set forth in this the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Net Proceeds Offer is less than the Net Proceeds Offer Amount, the maximum principal amount Company (expressed as a multiple of $1,000or such Subsidiary) of Notes that may be purchased with use such deficiency for any purpose not prohibited by the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedIndenture. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof pursuant to a Net Proceeds Offer exceeds the Excess Proceedsamount of the Net Proceeds Offer Amount allocable to the Notes, the Trustee shall select the Notes to be purchased will be selected on a pro rata PRO RATA basis. Upon completion Holders of such Notes that are the subject of an offer to purchase, purchase will receive a Net Proceeds Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon As more fully set forth in the occurrence of Indenture, if a Change of ControlControl occurs, the Company shall make an offer to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer procedures described below in the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") at an offer price in cash equal to 101100% 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 30 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 As more fully set forth in the Indenture, within 180 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company maymay apply such Net Proceeds, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction repayment, pro rata, of amounts outstanding Indebtedness under the Senior Credit Agreement (Facility, the Repo Agreement, the Indenture and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, Series A Indenture or (ii) invest to the acquisition of income producing assets (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiariesincluding, as the case may bewithout limitation, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (iTrading Assets) or (ii) (without regard to the parenthetical contained Equity Interests in Persons that own income producing assets if such clause (ii)) abovePersons become Subsidiaries. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a any manner that is not prohibited by this the Indenture. The amount Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of such Net Cash Proceeds not so used as set forth above in this paragraph shall subsection will be deemed to constitute "Excess Proceeds". When EXCESS PROCEEDS." In certain circumstances, when the aggregate amount of Excess Proceeds exceeds $10 5.0 million, the Company will, within 30 days thereafter, will be required to make an offer to all Holders of Notes, all holders of Series A Notes, all holders of Repo Obligations and all holders of Indebtedness under a Senior Credit Facility containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Excess Proceeds OfferASSET SALE OFFER") from all Holders to purchase the maximum principal amount of Notes on a pro rata basisand 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, in accordance with the procedures set forth in this the Indenture and such other Indebtedness. (c) As more fully set forth in the Indenture, if (i) the Series A Notes have been paid in full and (ii) the Company or a Restricted Subsidiary issues Equity Interests in the Company on or after the Issue Date through one or more transactions, then the Company shall make offers to all Holders to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with out of the Excess ProceedsNet Equity Proceeds of such issuance, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture, subject to a maximum total offer price of $10.0 million in the aggregate for all such offer offers of Net Equity Proceeds to purchase is consummated. If Notes and Series A Notes made after the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroIssue Date.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of in Control, each Holder subject to the provisions of Notes will have Article 10 of the right Indenture and to require the provisions of the Intercreditor Agreement, the Company shall be required to make an offer (a "Change in Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase the ("Change in Control Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Company to repurchase the Senior Notes pursuant to the Senior Note Indenture upon any Change in Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change in Control Offer as required by the Indenture. Prior to complying with this Section 7, but in any event within 90 days following a Change in Control, the Company shall either (1) repay all outstanding Senior Indebtedness (other than the Senior Notes) and Liquidated Damages offer to repurchase all outstanding Senior Notes in accordance with the terms of the Senior Note Indenture or (2) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of the Notes required by this Section 7. To the extent that the aggregate amount of Notes tendered pursuant to a Change in Control Offer is less than the Net Proceeds included in such Change in Control Offer, the Company may use such deficiency for any purpose not otherwise prohibited by the Indenture. Holders of Notes that are subject to a Change in Control Offer will receive a Change in Control 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. Notwithstanding anything to the contrary in the Indenture or this Section 7, the Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Company and purchases all Senior Notes and all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Senior Note Indenture and under the Change in Control Offer. (b) If the Company or a Restricted Subsidiary receives Net Proceeds from an incurrence of Indebtedness (other than Excluded Indebtedness), subject to the provisions of Article 10 of the Indenture and to the provisions of the Intercreditor Agreement, the Company shall be required to make an offer (a "Debt Incurrence 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 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Debt Incurrence Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Company to repurchase the Senior Notes pursuant to the Senior Note Indenture upon an incurrence of Indebtedness, the Company shall mail a notice to each Holder setting forth the procedures governing the Debt Incurrence Offer as required by the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to a Debt Incurrence Offer is less than the aggregate Net Proceeds included in such Debt Incurrence Offer, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of such Net Proceeds, the Trustee shall select the Notes to be purchased pro rata in accordance with the principal amount of the Notes then outstanding. Holders of Notes that are the subject of a Debt Incurrence Offer will receive a Debt Incurrence Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (c) If the Company or a Restricted Subsidiary consummates any Asset Sales of assets or rights that do not constitute Note Collateral, subject to the provisions of Article 10 of the Indenture and to the provisions of the Intercreditor Agreement, the Company shall be required to make an offer (an "Asset Sale Offer") to repurchase the maximum principal amount of Notes that may be purchased out of the Net Proceeds at an offer price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds OfferRepurchase Price") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this the Indenture. Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of the Senior Notes are permitted to deliver written notice of their exercise right to require the Company to repurchase Senior Notes upon such Asset Sale pursuant to the Senior Note Indenture, the maximum principal Company shall mail a notice to each Holder setting forth the procedures governing the Asset Sale Offer as required by the Indenture. To the extent that the aggregate amount (expressed as a multiple of $1,000) of Notes that tendered pursuant to an Asset Sale Offer is less than the aggregate Net Proceeds included in such Asset Sale Offer, the Company (or such Restricted Subsidiary) may be purchased with use such deficiency for any purpose not otherwise prohibited by the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedIndenture. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the Excess amount of such Net Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basisin accordance with the principal amount of the Notes then outstanding. Upon completion Holders of Notes that are the subject of an Asset Sale Offer 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) Notwithstanding anything to the contrary in the Indenture or herein, the Company shall not be required to make a Debt Incurrence Offer or an Asset Sale Offer until such time as the aggregate Net Proceeds of all Asset Sales of assets or rights that do not constitute Note Collateral and the Net Proceeds of all incurrences of Indebtedness, in each case that are required to be used to offer to purchaserepurchase Senior Notes pursuant to the Senior Note Indenture or Notes pursuant to Sections 7(b) and 7(c) above, since (1) the amount date of Excess the Indenture, in the case of the initial offer to repurchase Notes, or (2) the date of the immediately preceding offer to repurchase Notes, in the case of any subsequent offer to repurchase Notes, equals or exceeds $3.0 million; provided, that prior to such repurchase, such Net Proceeds will shall be reset to zerodeposited in an interest bearing cash collateral account pledged for the benefit of the Holders of Notes and the holders of Junior Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of ControlControl Triggering Event, each Holder of Notes will have the right to require the Company shall be required to repurchase all or any part (equal offer irrevocably to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to purchase on the offer described below (the "Change of Control Offer") Purchase Date all outstanding [ ]% Securities at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus (subject to the right of Holders of record on a Record Date that is on or prior to such Change of Control Purchase Date to receive interest due on the Interest Payment Date to which such Record Date relates) accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date of purchase (the "Change of Control Payment")Purchase Date. Within 30 days A1-6 following any Change Holders of Control, the Company [ ]% Securities will mail receive a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days Offer from the date such notice is mailed (the "Company prior to any related Change of Control Payment Date"), pursuant Purchase Date and may elect to have such [ ]% Securities purchased by completing the procedures required by the Indenture and described in such noticeform entitled “Option of Holder to Elect Purchase” appearing below. (b) Within 365 days after The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the receipt Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all [ ]% Securities properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under paragraph 5, unless and until there is a default in payment of the applicable redemption price. (c) The Indenture imposes certain limitations on the ability of the Company, the Subsidiary Guarantors or any Restricted Subsidiary to sell assets and subsidiary stock. In the event the Net Cash Proceeds from an a permitted Asset SaleSale exceed certain amounts, as specified in the Indenture, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds will be required either to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with reinvest the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 millionRelated Business or other permitted investments, the Company will, within 30 days thereafter, repay certain Indebtedness or to make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, each Holder’s [ ]% Securities at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damagesinterest, if any, to the date such offer purchase date. The limitations and the Company’s obligations with respect to purchase is consummated. If the aggregate principal amount use of Notes validly tendered proceeds from an Asset Sale are subject to a number of important qualifications and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes exceptions and will cease to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroapplicable under certain circumstances.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes Note will have the 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 such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment"). Within 30 10 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $10 5.0 million, the Company will, within 30 days thereafter, make shall commence an offer to purchase (an "Excess Proceeds Asset Sale Offer") from pursuant to Section 4.10 of the Indenture to all Holders of Notes on a pro rata basisNotes, in accordance and all holders of other Indebtedness that is pari passu with the procedures Notes containing provisions similar to those set forth in this Indenturethe Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes and such other pari passu Indebtedness that may be purchased with out of the Excess Proceeds, at a purchase . The offer price in cash any Asset Sale Offer shall be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedof purchase, and shall be payable in cash, in accordance with the procedures set forth in the Indenture. If the aggregate principal amount any Excess Proceeds remain after consummation of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceedsan Asset Sale Offer, the Notes to be purchased will be selected on a pro rata basisCompany or the Restricted Subsidiary may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds will be reset to at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right Issuer shall be required to require offer to purchase on the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") Purchase Date all outstanding Securities at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus thereof, together with any accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if anyto, to but not including, the date of purchase (the "Change of Control Payment")Purchase Date. Within 30 days A1-6 following Holders of Securities will receive a Change of Control Offer from the Issuer prior to any related Change of Control Purchase Date and may elect to have such Securities purchased by properly tendering such Securities pursuant to the Change of Control Offer. Notwithstanding the foregoing, the Issuer will not be required to make a Change of Control Offer if, upon a Change of Control, a third party (A) makes an offer to purchase Securities in the Company will mail a notice to each Holder describing manner, at the transaction or transactions that constitute times and otherwise in compliance with the Change requirements set forth in Article XI of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in (B) purchases all Securities validly tendered and not withdrawn under such noticeoffer to purchase. (b) Within 365 days after The Indenture imposes certain limitations on the receipt ability of any Net Cash Proceeds the Issuer and its Restricted Subsidiaries to sell assets. In the event the proceeds from an a permitted Asset SaleSale exceed certain amounts, as specified in the Indenture, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds Issuer will be required either to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with reinvest the proceeds of any subsequent such Asset Sale and Leaseback Transaction relating to such Facility shall not be required to result as described in the permanent reduction of the amounts outstanding under the Credit Agreement Indenture or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, each Holder's Securities at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damagesinterest, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zerodate.

Repurchase at Option of Holder. (a) Upon As more fully set forth in the occurrence of Indenture, if a Change of ControlControl occurs, the Company shall make an offer to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer procedures described below in the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") at an offer price in cash equal to 101100% 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 30 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 As more fully set forth in the Indenture, within 180 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company maymay apply such Net Proceeds, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction repayment, pro rata, of amounts outstanding Indebtedness under the Senior Credit Agreement (Facility, the Repo Agreement, the Indenture and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, Series B Indenture or (ii) invest to the acquisition of income producing assets (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiariesincluding, as the case may bewithout limitation, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (iTrading Assets) or (ii) (without regard to the parenthetical contained Equity Interests in Persons that own income producing assets if such clause (ii)) abovePersons become Subsidiaries. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a any manner that is not prohibited by this the Indenture. The amount Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of such Net Cash Proceeds not so used as set forth above in this paragraph shall subsection will be deemed to constitute "Excess Proceeds". When EXCESS PROCEEDS." In certain circumstances, when the aggregate amount of Excess Proceeds exceeds $10 5.0 million, the Company will, within 30 days thereafter, will be required to make an offer to all Holders of Notes, all holders of Series B Notes, all holders of Repo Obligations and all holders of Indebtedness under a Senior Credit Facility containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Excess Proceeds OfferASSET SALE OFFER") from all Holders to purchase the maximum principal amount of Notes on a pro rata basisand 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, in accordance with the procedures set forth in this the Indenture and such other Indebtedness. (c) As more fully set forth in the Indenture, if the Company or a Restricted Subsidiary issues Equity Interests in the Company on or after the Issue Date through one or more transactions, then the Company shall make offers to all Holders to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with out of the Excess ProceedsNet Equity Proceeds of such issuance, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture, subject to a maximum total offer price of $10.0 million in the aggregate for all such offer offers of Net Equity Proceeds to purchase is consummated. If Notes and Series B Notes made after the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroIssue Date.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 30 ten days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted Subsidiary, provided that the repayment of Subsidiary consummates any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company maySales, within 90 five days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When each date on which the aggregate amount of Excess Proceeds exceeds $10 10.0 million, the Company will, within 30 days thereafter, make shall commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis(as "Asset Sale Offer") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in this the Indenture, . To the maximum principal extent that the aggregate amount (expressed as a multiple of $1,000) of Notes that may be purchased with tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to Company (or the date Restricted Subsidiary) may use such offer to purchase is consummateddeficiency for general corporate purposes. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon completion Holders of such Notes that are the subject of an offer to purchase, purchase will receive an Asset Sale Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such that Holder's Notes pursuant to an offer by the offer described below Company (the a "Change of Control OfferCHANGE OF CONTROL OFFER") at an offer price (a "CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon, to the date of purchase (the "Change of Control Payment")purchase. Within 30 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such noticenotice (the "CHANGE OF CONTROL PAYMENT DATE"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after On or prior to the 366th day following the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, or such Restricted Subsidiary may apply such Net Proceeds at its option, within 12 months after : (1) (A) to repay or prepay Senior Debt or (B) in the case where the property or asset that was the subject of such Asset Sale, (i) apply all or Sale is encumbered by a portion Lien of the Net Cash Proceeds to type described in the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness definition of the Company term "Permitted Lien," repay the Permitted Indebtedness that was secured by such Lien; (2) to purchase Replacement Assets or make a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest capital expenditure (or enter into a legally binding agreement to investdo so) all that is used or useful in a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject Permitted Business; or (3) any combination of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) aboveforegoing. Pending the final application of any such Net Cash Proceeds, the Company or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a any manner that is not prohibited by this the Indenture. The amount of such . (c) Any Net Cash Proceeds from Asset Sales that are not so used applied or invested as set forth above provided in this the preceding paragraph shall constitute "Excess Proceeds". When EXCESS PROCEEDS." Within 10 days after the aggregate amount of Excess Proceeds exceeds $10 15.0 million, the Company will, within 30 days thereafter, shall make an offer to purchase (an "Excess Proceeds OfferASSET SALE OFFER") from to all Holders of Notes on a pro rata basis, in accordance and all holders of other Indebtedness that is pari passu with the procedures Notes or any Note Guarantee containing provisions similar to those set forth in this IndentureIndenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes and such other pari passu Indebtedness that may be purchased with out of the Excess Proceeds, at a purchase . The offer price in cash any Asset Sale Offer shall be equal to 100% of the principal amount thereof, of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes and any pari passu Indebtedness, 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 offer to purchase is consummatedExcess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes validly and such other pari passu Indebtedness tendered and not withdrawn by holders thereof into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes to and such other pari passu Indebtedness shall be purchased will be selected on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds will shall be reset to at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the 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 such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and any unpaid interest and Liquidated Damages thereon, if any, to the date Change of purchase Control Payment Date (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 days A1-6 following any 5 Business Days after the occurrence of a Change of Control, the Company will mail shall notify the Trustee in writing of such proposed occurrence and shall, not later than 20 Business Days after the occurrence of the Change of Control, make a Change of Control Offer to the Holders of all of the outstanding Notes by sending written notice to each Holder describing at its registered address setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted SubsidiarySubsidiary consummates any Asset Sale, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net within 10 days following each Excess Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminatedOffer Trigger Date, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis(an "EXCESS CASH OFFER") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Cash 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 Excess Cash Purchase Date in accordance with the procedures set forth in this the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Excess Cash Offer is less than the Excess Cash, the maximum principal amount Company (expressed as a multiple or any Subsidiary Guarantor) may use such excess for any of $1,000) their respective general corporate purposes PROVIDED THAT no such purpose is prohibited or restricted by the Indenture. Holders of Notes that may be purchased with are the Excess Proceeds, at a purchase price in cash equal to 100% subject of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such an offer to purchase is consummated. If will receive an Excess Cash Offer from the aggregate principal amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Notes validly tendered and not withdrawn by holders thereof exceeds Holder to Elect Purchase" on the Excess Proceeds, reverse of the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroNotes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 500 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the a "Change of Control Payment"). Within 30 ten days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted Subsidiary, provided that the repayment of Subsidiary consummates any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company maySales, within 90 five days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When each date on which the aggregate amount of Excess Proceeds exceeds $10 5.0 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on shall commence a pro rata basisAsset Sale Offer pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this the Indenture, . To the maximum principal extent that the aggregate amount (expressed as a multiple of $1,000) of Notes that may be purchased with tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to Company (or such Subsidiary) may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the date such offer to purchase is consummatedIndenture. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to zeropurchase 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) Upon the occurrence of If there is a Change of in Control, each Holder subject to the provisions of Notes will have Article 10 of the right to require Indenture, the Company shall be required to make an offer (a "Change in Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase the ("Change in Control Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Company to repurchase the Senior Notes pursuant to the Senior Note Indenture upon any Change in Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change in Control Offer as required by the Indenture. Prior to complying with this Section 7, but in any event within 90 days following a Change in Control, the Company shall either (1) repay all outstanding Senior Indebtedness (other than the Senior Notes) and Liquidated Damages offer to repurchase all outstanding Senior Notes in accordance with the terms of the Senior Note Indenture or (2) obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of the Notes required by this Section 7. To the extent that the aggregate amount of Notes tendered pursuant to a Change in Control Offer is less than the Net Proceeds included in such Change in Control Offer, the Company may use such deficiency for any purpose not otherwise prohibited by the Indenture. Holders of Notes that are subject to a Change in Control Offer will receive a Change in Control 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. Notwithstanding anything to the contrary in the Indenture or this Section 7, the Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change in Control Offer made by the Company and purchases all Senior Notes and all Notes validly tendered and not withdrawn under the change in control offer required to be made under the Senior Note Indenture and under the Change in Control Offer. (b) If the Company or a Restricted Subsidiary receives Net Proceeds from an incurrence of Indebtedness (other than Excluded Indebtedness), subject to the provisions of Article 10 of the Indenture, the Company shall be required to make an offer (a "Debt Incurrence 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 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Debt Incurrence Repurchase Price"). Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of Senior Notes are permitted to deliver written notice of exercise of their right to require the Company to repurchase the Senior Notes pursuant to the Senior Note Indenture upon an incurrence of Indebtedness, the Company shall mail a notice to each Holder setting forth the procedures governing the Debt Incurrence Offer as required by the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to a Debt Incurrence Offer is less than the aggregate Net Proceeds included in such Debt Incurrence Offer, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of such Net Proceeds, the Trustee shall select the Notes to be purchased pro rata in accordance with the principal amount of the Notes then outstanding. Holders of Notes that are the subject of a Debt Incurrence Offer will receive a Debt Incurrence Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (c) If the Company or a Restricted Subsidiary consummates any Asset Sales of assets or rights that do not constitute Note Collateral, subject to the provisions of Article 10 of the Indenture, the Company shall be required to make an offer (an "Asset Sale Offer") to repurchase the maximum principal amount of Notes that may be purchased out of the Net Proceeds at an offer price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds OfferRepurchase Price") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this the Indenture. Within 15 days after the last date on which, in accordance with the Senior Note Indenture, holders of the Senior Notes are permitted to deliver written notice of their exercise right to require the Company to repurchase Senior Notes upon such Asset Sale pursuant to the Senior Note Indenture, the maximum principal Company shall mail a notice to each Holder setting forth the procedures governing the Asset Sale Offer as required by the Indenture. To the extent that the aggregate amount (expressed as a multiple of $1,000) of Notes that tendered pursuant to an Asset Sale Offer is less than the aggregate Net Proceeds included in such Asset Sale Offer, the Company (or such Restricted Subsidiary) may be purchased with use such deficiency for any purpose not otherwise prohibited by the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedIndenture. If the aggregate principal amount of Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the Excess amount of such Net Proceeds, the Trustee shall select the Notes to be purchased will be selected on a pro rata basisin accordance with the principal amount of the Notes then outstanding. Upon completion Holders of Notes that are the subject of an Asset Sale Offer 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) Notwithstanding anything to the contrary in the Indenture or herein, the Company shall not be required to make a Debt Incurrence Offer or an Asset Sale Offer until such time as the aggregate Net Proceeds of all Asset Sales of assets or rights that do not constitute Note Collateral and the Net Proceeds of all incurrences of Indebtedness, in each case that are required to be used to offer to purchaserepurchase Senior Notes pursuant to the Senior Note Indenture or Notes pursuant to Sections 7(b) and 7(c) above, since (1) the amount date of Excess the Indenture, in the case of the initial offer to repurchase Notes, or (2) the date of the immediately preceding offer to repurchase Notes, in the case of any subsequent offer to repurchase Notes, equals or exceeds $3.0 million; provided, that prior to such repurchase, such Net Proceeds will shall be reset to zerodeposited in an interest bearing cash collateral account pledged for the benefit of the Holders of Notes and the holders of Junior Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of such Holder's Notes pursuant to the offer described below in Section 4.14 of the Indenture (the "Change of Control OfferCHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase repurchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 15 days A1-6 following any Change of Control, the Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply If all or a portion of the Net Cash Proceeds of any Asset Sale are not applied to prepay or repay permanently any Senior Indebtedness then outstanding as provided by the permanent reduction of amounts outstanding under the Credit Agreement terms thereof (and to correspondingly reduce effect a corresponding commitment reduction in the commitments, if any, with respect thereto) or to event that the permanent repayment of other Senior Indebtedness prepaid or repaid is not a term loan) within 12 months of the Company or a Restricted Subsidiary, provided that the repayment closing of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunderAsset Sale, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion if no such Senior Indebtedness is then outstanding, then the Company may within 12 months of such Net Cash Proceeds Asset Sale invest in properties and assets to that replace the properties and property or assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, Subsidiaries existing on the Reference Date date of the Indenture or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Any Net Cash Proceeds is terminated, the Company may, within 90 days of such termination from Asset Sales that are not applied or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds invested as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application first sentence of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall will be deemed to constitute "Excess Proceeds". EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds equals $10 million, 25.0 million or more the Company will, within 30 days thereafter, shall apply the Excess Proceeds to the repayment of the Notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness. The Company will be required to make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, (an "ASSET SALE OFFER") in accordance with the procedures provisions set forth in this Indenture, the Indenture to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with out of an amount (the Excess Proceeds, at a purchase price in cash "NOTE Amount") equal to 100% the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined in the Indenture) of all Notes tendered); and to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount thereofof such Pari Passu Indebtedness, plus accrued interest and Liquidated Damages, if any, to the date such Company shall make an offer to purchase is consummated. If or otherwise repay or repurchase or redeem Pari Passu Indebtedness (a "PARI PASSU OFFER") in an amount ("PARI PASSU DEBT AMOUNT") equal to the aggregate excess of the Excess Proceeds over the Note Amount; PROVIDED that in no event shall the Pari Passu Debt Amount exceed the principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds such Pari Passu Indebtedness plus the Excess Proceeds, the Notes amount of any premium required to be purchased will be selected on a pro rata basispaid to repurchase such Pari Passu Indebtedness. Upon completion of such offer to purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an Asset Sale Offer may elect to zerohave 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) Upon the occurrence of a Change of ControlControl Triggering Event, unless the Issuer has exercised its right to redeem the Securities as described above, each Holder of Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 or an integral multiple in excess thereof) of such Holder's Notes ’s Securities pursuant to the offer described below (the "“Change of Control Offer"”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, 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; provided, that the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Within 30 days A1-6 following the date upon which any Change of ControlControl Triggering Event occurs, or at the Issuer’s option, prior to any Change of Control Triggering Event but subject to the occurrence of a Change of Control Triggering Event, the Company Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Securities on the date specified in such notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after . The notice, if mailed prior to the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion occurrence of the Net Cash Proceeds Change of Control Triggering Event, will state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event on or prior to the permanent reduction Change of amounts outstanding Control Payment Date. The Issuer shall comply with the requirements of Rule 14e-1 under the Credit Agreement (Exchange Act and to correspondingly reduce the commitments, if any, with respect thereto) or any other securities laws and regulations thereunder to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement extent such laws and regulations are applicable in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction repurchase of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed Securities as a multiple result of $1,000) a Change of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zeroControl Triggering Event.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be obligated 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 such the principal amount of each Holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase repurchase (the "Change of Control Payment")) in accordance with the provisions set forth in Sections 3.09 and 4.14 of the Indenture. Within 30 days A1-6 following The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Subordinated Notes as a result of a Change of Control, the . The Company will mail not be required to make a notice to each Holder describing the transaction or transactions that constitute Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and offering otherwise in compliance with the requirements set forth in the Indenture applicable to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "a Change of Control Payment Date"), pursuant to the procedures required Offer made by the Indenture Company and described in purchases all Senior Subordinated Notes validly tendered and not withdrawn under such notice. (b) Within 365 days after the receipt Change of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds"Control Offer. When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase 5.0 million (an "Excess Proceeds Offer Triggering Event"), the Company shall make an offer to all Holders of Senior Subordinated Notes (an "Asset Sale Offer") from all Holders to purchase the maximum principal amount of Senior Subordinated Notes on a pro rata basisthat 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 and Liquidated Damages if any, thereon to the date of purchase, in accordance with the procedures set forth in this Sections 3.09 and Section 4.10 of the Indenture, . To the maximum principal extent that the aggregate amount (expressed as a multiple of $1,000) of Senior Subordinated Notes that may be purchased with tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, at a purchase price in cash equal the Company may use any remaining Excess Proceeds for general corporate purposes (subject to 100% the restrictions of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedIndenture). If the aggregate principal amount of Senior Subordinated Notes validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will shall be reset to at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice.; (b) Within 365 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, may apply such Net Proceeds at its option, within 12 months after such Asset Sale, : (i) apply all or a portion of to repay Senior Debt and, if the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and Senior Debt being repaid is revolving credit Indebtedness, to correspondingly reduce the commitments, if any, commitments with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, ; or (ii) invest (to purchase Replacement Assets or enter into make a legally binding agreement to invest) all capital expenditure in or that is used or useful in a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) abovePermitted Business. Pending the final application applications of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a any manner that is not prohibited by this the Indenture. The amount of such Any Net Cash Proceeds from Asset Sales that are not so used applied or invested as set forth above provided in this the preceding paragraph shall will constitute "Excess Proceeds". When ." Within 10 days after the aggregate amount of Excess Proceeds exceeds $10 20.0 million, the Company will, within 30 days thereafter, will make an offer to purchase (an "Excess Proceeds Asset Sale Offer") from to all Holders of Notes on a pro rata basis, in accordance and all holders of other Indebtedness that is pari passu with the procedures Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture, the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount (expressed as a multiple of $1,000) of Notes and such other pari passu Indebtedness that may be purchased with out of the Excess Proceeds, Proceeds at a purchase an offer price in cash equal to 100% of the principal amount thereof, thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest 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 offer to purchase is consummatedExcess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes validly and such other pari passu Indebtedness tendered and not withdrawn by holders thereof into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to be purchased will be selected on a pro rata basisbasis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of such offer to purchaseeach Asset Sale Offer, the amount of Excess Proceeds will shall be reset to at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the 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 such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and any unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")Payment Date. Within 30 days A1-6 following any 5 Business Days after the occurrence of a Change of Control, the Company will mail shall notify the Trustee in writing of such occurrence and shall, not later than 20 Business Days after the occurrence of the Change of Control, make a Change of Control Offer to the Holders of all of the outstanding Notes by sending written notice to each Holder describing at its registered address setting forth the transaction or transactions that constitute procedures governing the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures Offer as required by the Indenture and described in such noticeIndenture. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted SubsidiarySubsidiary consummates any Asset Sale, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net within 10 days following each Excess Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminatedOffer Trigger Date, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make commence an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis(an "EXCESS CASH OFFER") pursuant to Sections 3.9 and 4.11 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Cash 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 Excess Cash Purchase Date in accordance with the procedures set forth in this the Indenture, . To the maximum principal amount (expressed as a multiple of $1,000) of Notes extent that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds pursuant to an Excess Cash Offer is less than the Excess ProceedsCash, the Company (or any Subsidiary Guarantor) may use such excess for any of their respective general corporate purposes PROVIDED THAT no such purpose is prohibited or restricted by the Indenture. Holders of Notes to be purchased will be selected on a pro rata basis. Upon completion that are the subject of such an offer to purchase, purchase will receive an Excess Cash Offer from the amount Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (ai) Upon the occurrence of If there is a Change of ControlControl Triggering Event, each Holder of Notes will have the right to require the Company shall offer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to on the offer described below (the "Change of Control Offer") Payment Date all outstanding Securities at an 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 Liquidated Damages 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 465 days after the receipt of any Net Proceeds from such Asset Sale, the Company may apply such Net Proceeds (a) to purchase one or more Hospitals or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Hospitals 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, (c) to permanently reduce Senior Term Debt or Existing Indebtedness of a Subsidiary, (d) to permanently reduce Senior Revolving Debt (and to correspondingly reduce commitments with respect thereto), except that up to an aggregate of $200.0 million of Net Proceeds from Asset Sales may be applied after the date of the Indenture to reduce Senior Revolving Debt without a corresponding reduction in commitments with respect thereto or (e) to repurchase Senior Notes or redeem or repurchase other Senior Debt. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Revolving Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not 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 (a "SENIOR SUBORDINATED ASSET SALE OFFER") to purchase the maximum principal amount of Securities 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 30 days A1-6 following any Change To the extent that the aggregate amount of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), Securities tendered pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Subordinated Asset Sale or in properties and assets that will be used in Offer is less than the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Excess Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of use any remaining Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummatedfor general corporate purposes. If the aggregate principal amount of Notes validly tendered and not withdrawn Securities surrendered by holders thereof Holders pursuant to a Senior Subordinated Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes to Securities shall be purchased will be selected on a pro rata PRO RATA basis. Upon completion Holders that are the subject of such an offer to purchase, purchase shall receive a Senior Subordinated Asset Sale Offer from the amount Company prior to any related purchase date and may elect to have such Securities purchased by completing the form entitled "Option of Excess Proceeds will be reset Holder to zeroElect Purchase" appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (equal to provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below on a date (the "Change of Control OfferPurchase Date") that is no later than 60 Business Days after the date of occurrence of such Change of Control, at an offer a cash price in cash 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 PaymentPurchase Price"). Within 30 days A1-6 following any , together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control, the Company will mail Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control by mailing 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 date specified procedures required by this Indenture. The Change of Control Offer shall remain open for at least 20 Business Days following the mailing of such Change of Control Offer but in such notice, which date shall be no earlier event longer than 30 days and no later than 60 days from the date such notice is mailed Business Days, unless required by law (the "Change of Control Payment DateOffer Period"). Upon expiration of the Change of Control Offer Period, the Company promptly shall purchase all Notes properly tendered in response to the Change of Control Offer. The Company shall comply with the requirements of Regulation 14E under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. On or before the Change of Control Purchase Date, the Company shall, to the extent lawful (a) accept for payment all Notes or portions thereof properly tendered pursuant to the procedures required Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), of all Notes so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted will be delivered promptly by the Company to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) will be paid to the person in whose name a Note is registered at the close of business on such Record Date, and such accrued and unpaid interest (and Liquidated Damages, if applicable) will not be payable to Holders who tender the Notes pursuant to the Change of Control Offer. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and described in purchases all Notes validly tendered and not withdrawn under such noticeChange of Control Offer. (b) Within 365 days after The Company shall not, and shall not permit any Restricted Subsidiary to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of its property, business or assets, including by merger or consolidation (in the receipt case of a Restricted Subsidiary of the Company), and including any sale or other transfer or issuance of any Net Cash Proceeds from an Asset SaleCapital Stock of any Restricted Subsidiary, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of whether by the Company or a Restricted Subsidiary of either or through the issuance, sale or transfer of Capital Stock by a Restricted Subsidiary, provided that the repayment of and including any Indebtedness incurred under the Credit Agreement in connection with the acquisition of sale and leaseback transaction (any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under foregoing, an "Asset Sale"), unless: (i) within 270 days after the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months date of such Asset Sale, whichever is later, invest such the Net Cash Proceeds as provided in clause therefrom (ithe "Asset Sale Offer Amount") or (ii) (without regard are applied to the parenthetical contained optional redemption of the Notes in such clause (ii)) above. Pending accordance with the final application terms of this Indenture or any such Net Cash Proceeds, other Indebtedness of the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in ranking on a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When parity with the aggregate amount of Excess Proceeds exceeds $10 million, Notes from time to time outstanding with similar provisions requiring the Company will, within 30 days thereafter, to make an offer to purchase or to redeem such Indebtedness with the proceeds of asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding, or to the repurchase of the Notes and such other Indebtedness pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Excess Proceeds Asset Sale Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to of 100% of the principal amount thereof, plus (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, or (ii) within 270 days following such offer Asset Sale, the Asset Sale Offer Amount is (A) invested (or committed, pursuant to purchase a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is consummated. If so invested, within an additional 90 days) in a Person, business, assets or property which in the good faith reasonable judgment of the Board of Directors will constitute or be a part of a Related Business of the Company or such Restricted Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (B) used to retire or repay Indebtedness of the Company and/or any Restricted Subsidiary that ranks senior to or pari passu with the Notes and/or the Guarantees or to permanently reduce the amount of such Indebtedness (provided that, in the case of a revolving credit arrangement or similar arrangement that makes credit available, such commitment is permanently reduced by such amount). (ii) with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate Determined Fair Market Value in excess of $500,000, at least 75% of the consideration for such Asset Sale or series of related Asset Sales consists of (x) cash or Cash Equivalents or (y) property or services usable by the Company or any Restricted Subsidiary in the ordinary course of conduct of a Related Business; provided, that if the Determined Fair Market Value of property or assets of the kind specified in this subclause (y) exceeds $5.0 million, then the Determined Fair Market Value thereof shall be determined by a Third Party Evaluator; and provided, further, that the principal amount of the following shall be deemed to be cash for purposes of this clause (b): (i) any Indebtedness (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary that is assumed or forgiven by the transferee of any such assets and (ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 30 days of the closing of such Asset Sale (but in the case of this subclause (ii), only to the extent of the cash received), (c) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (d) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary, as applicable, receives at least Determined Fair Market Value for such Asset Sale. An acquisition of Notes validly tendered and pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not withdrawn by holders thereof exceeds applied to the uses set forth above (the "Excess Proceeds") exceeds $5.0 million and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement but in no event longer than 30 Business Days, except to the extent that a longer period is required by applicable law (the "Asset Sale Offer Period"). Not later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date") the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Notes to be purchased will be selected or any other Indebtedness properly tendered (on a pro rata basisbasis if the Asset Sale Offer Amount is insufficient to purchase all Notes and any other Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any). Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the payment date in connection with an Asset Sale Offer hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) will be paid to the person in whose name a Note is registered at the close of business on such Record Date, and such interest (or Liquidated Damages, if applicable) will not be payable to Holders who tender Notes pursuant to such Asset Sale Offer. Upon completion the commencement of such offer to purchasean Asset Sale Offer, the amount Company shall send, by first class mail, a notice to the Trustee and each of Excess Proceeds will the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be reset made to zeroall Holders.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (equal to provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below on a date (the "Change of Control OfferPurchase Date") that is no later than 60 Business Days after the date of occurrence of such Change of Control, at an offer a cash price in cash 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 PaymentPurchase Price"). Within 30 days A1-6 following any , together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control, the Company will mail Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control by mailing 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 date specified procedures required by this Indenture. The Change of Control Offer shall remain open for at least 20 Business Days following the mailing of such Change of Control Offer but in such notice, which date shall be no earlier event longer than 30 days and no later than 60 days from the date such notice is mailed Business Days, unless required by law (the "Change of Control Payment DateOffer Period"), pursuant to . Upon expiration of the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt Change of any Net Cash Proceeds from an Asset SaleControl Offer Period, the Company may, at its option, within 12 months after such Asset Sale, (i) apply promptly shall purchase all or a portion of the Net Cash Proceeds Notes properly tendered in response to the permanent reduction Change of amounts outstanding Control Offer. The Company shall comply with the requirements of Regulation 14E under the Credit Agreement (Exchange Act and to correspondingly reduce the commitments, if any, with respect thereto) or any other securities laws and regulations thereunder to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement extent such laws and regulations are applicable in connection with the acquisition repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any Facility such securities laws or regulations conflict with the proceeds provisions of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunderthis paragraph, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of compliance by the Company or any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of its Restricted Subsidiaries, as obligations under such covenant. On or before the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminatedChange of Control Purchase Date, the Company mayshall, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause extent lawful (ii)a) above. Pending accept for payment all Notes or portions thereof properly tendered pursuant to the final application Change of any such Net Cash ProceedsControl Offer, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer"b) from all Holders of Notes on a pro rata basis, in accordance deposit with the procedures set forth in this Indenture, the maximum principal Paying Agent an amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% the Change of the principal amount thereof, plus Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), of all Notes so tendered and (c) deliver or cause to be delivered to the date Trustee Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any), and the Trustee shall promptly authenticate and deliver to such offer Holders a new Note equal in principal amount to purchase is consummated. If any unpurchased portion of the aggregate Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes validly tendered and not withdrawn so accepted will be delivered promptly by holders thereof exceeds the Excess ProceedsCompany to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Notes to be purchased will be selected on a Company will(a)(i) repay in full and terminate all commitments under Indebtedness under the Credit Agreement, pro rata basis. Upon completion of in accordance with the principal amounts then outstanding under the Notes and the Credit Agreement, respectively, or (ii) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and repay the Indebtedness owed to each lender which has accepted such offer in full, pro rata in accordance with the principal amounts then outstanding under the Notes and the Credit Agreement, respectively, or (b) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to purchase, permit the amount repurchase of Excess Proceeds will be reset to zero.the Notes as provided herein. The Company's failure

Repurchase at Option of Holder. (ai) Upon the occurrence of If there is a Change of ControlControl Triggering Event, each Holder of Notes will have the right to require the Company shall offer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to on the offer described below (the "Change of Control Offer") Payment Date all outstanding Securities at an 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 Liquidated Damages 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 may apply such Net Proceeds (a) to purchase one or more Hospitals or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Hospitals 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 3.15 of the Indenture, (c) to permanently reduce Senior Term Debt or Existing Indebtedness of a Subsidiary or (d) to permanently reduce Senior Revolving Debt (and to correspondingly reduce commitments with respect thereto), except that up to an aggregate of $200.0 million of Net Proceeds from Asset Sales may be applied after the date of the Indenture to reduce Senior Revolving Debt without a corresponding reduction in commitments with respect thereto. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Revolving Debt 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 (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple terms of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zero.the

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes pursuant to the offer described below (the "a Change of Control Offer") Offer at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Senior Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any, on the Senior Notes repurchased to the purchase date (subject to the right of purchase (Holders of record on the "Change of Control Payment"). Within 30 days A1-6 following any Change of Controlrelevant record date to receive interest to, but excluding, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 25 million, the Company will, within 30 days thereafter, Issuers will be required to make an Asset Sale Offer, which offer to purchase (an "shall be in the amount of the Allocable Excess Proceeds Offer") from all Holders of Notes (as defined below), on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum basis according to principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceedsamount, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the purchase date such offer (subject to purchase is consummatedthe right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If To the aggregate principal extent that any portion of the amount of Excess Proceeds remains after compliance with the preceding sentence and provided that all Holders of Senior Notes validly tendered and not withdrawn by holders thereof exceeds have been given the Excess Proceedsopportunity to tender their Senior Notes for purchase in accordance with the Indenture, the Notes to be purchased will be selected on a pro rata basis. Upon completion of Issuers or such offer to purchase, Restricted Subsidiary may use such remaining amount for any purpose not restricted by the Indenture and the amount of Excess Proceeds will be reset to zero. Holders of Senior Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers 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) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below Debentures in whole or in part (the "Change of Control Offer") at an offer a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days A1-6 following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of the Company or a Restricted Subsidiary, provided that the repayment of any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date Change of Control Payment Date on the terms described in the Indenture. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if (a) the ratings assigned to the 1999 Senior Notes by the Rating Agencies prior to the announcement are not downgraded or placed on a negative credit watch by either such offer to purchase Rating Agency as a result thereof and (b) no Default has occurred and is consummatedcontinuing under the 1999 Senior Note Indenture. If the aggregate principal amount Within 30 days following any Change of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess ProceedsControl, the Notes Company shall send, or cause to be sent, by first class mail, postage prepaid, a notice regarding the Change of Control Offer to each Holder of Debentures. The Holder of this Debenture may elect to have this Debenture or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Debenture pursuant to the Change of Control Offer. Unless the Company defaults in the payment of the Change of Control Payment with respect thereto, all Debentures or portions thereof accepted for payment pursuant to the Change of Control Offer will be selected on a pro rata basis. Upon completion cease to accrue interest (and Liquidated Damages, if any) from and after the Change of such offer to purchase, the amount of Excess Proceeds will be reset to zeroControl Purchase Date.

Repurchase at Option of Holder. (ai) Upon the occurrence of a Change of Control, each the Company shall, within 30 days of a Change of Control, make an offer to purchase all of the outstanding Notes (the “Change of Control Offer”) pursuant to the procedures set forth in Section 4.14 of the Indenture. Each Holder of Notes will shall have the right to accept such offer and require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of such Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") Offer at an offer a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to (but excluding) the date of purchase (subject to the "right of Holders of record on the relevant Record Date to receive interest due on an applicable Interest Payment Date falling on or prior to the date of purchase). The Company’s obligation to make a Change of Control Payment")Offer to the Holders upon a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the Majority Holders. Within 30 days A1-6 following any The Company shall not be required to make a Change of Control Offer upon a Change of Control if: (a) a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.14 of the Indenture applicable to a Change of Control Offer and purchases all Notes validly tendered and not validly withdrawn pursuant to such offer to purchase, or (b) notice of redemption has been given pursuant to Section 3.01 of the Indenture, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the Company will mail occurrence of such Change of Control, if a notice to each Holder describing the transaction or transactions that constitute definitive agreement is in place for the Change of Control and offering to repurchase Notes on at the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from time of making the date such notice is mailed (the "Change of Control Payment Date"), pursuant Offer. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer prior to the procedures required related purchase date and may elect to have such Notes purchased by completing the Indenture and described in such noticeform entitled “Option of Holders to Elect Purchase” on the reverse of this Note. (bii) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company may, at its option, within 12 months after such Asset Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent reduction of amounts outstanding under the Credit Agreement (and to correspondingly reduce the commitments, if any, with respect thereto) or to the permanent repayment of other Senior Indebtedness of If the Company or a Restricted Subsidiary, provided that the repayment of Subsidiary consummates any Indebtedness incurred under the Credit Agreement in connection with the acquisition of any Facility with the proceeds of any subsequent Sale and Leaseback Transaction relating to such Facility shall not be required to result in the permanent reduction of the amounts outstanding under the Credit Agreement or correspondingly permanently reduce the commitments thereunder, or (ii) invest (or enter into a legally binding agreement to invest) all or a portion of such Net Cash Proceeds in properties and assets to replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries, as the case may be, existing on the Reference Date or in businesses the same, similar or reasonably related thereto. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii)) above. Pending the final application of any such Net Cash ProceedsDispositions, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in a manner that is not prohibited by this Indenture. The amount of such Net Cash Proceeds not so used as set forth above in this paragraph shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will, within 30 days thereafter, be required to make an offer to purchase (an "Excess Proceeds Asset Disposition Offer") from all Holders of Notes on a pro rata basis, in accordance with the procedures set forth in this Indenture, the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest and Liquidated Damages, if any, to the date such offer to purchase is consummated. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Excess Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset to zero.