Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If the Company or one there is a Change of its Restricted Subsidiaries consummates any Asset SalesControl, the Company may, upon the terms of the Indenture, shall be required, commence required to make an offer for Notes pursuant (a "Change of Control Offer") to the Indenture by applying the Excess Proceeds repurchase all or any part (equal to $1,000 or an “Asset Sale Offer”integral multiple thereof) pursuant to Section 3.09 of the Indenture to purchase the each Holder's Notes at an offer price in cash a Purchase Price equal to 100.0101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer repurchase, in accordance with the procedures set forth in the Indenture, all as more fully . Subject to the terms and conditions set forth in the Indenture, within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) Upon Pending the occurrence final application of a Change of Controlsuch Net Cash Proceeds, the Company shallmay temporarily reduce borrowings under the Credit Agreement or any other revolving credit facility, within 30 days if any. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of a change Directors of control, make an offer (a “Change the Company or of Control Offer”), pursuant such Restricted Subsidiary determines not to apply the procedures Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 3.09 4.10 of the Indenture, or, in the event that a definitive agreement has been entered into prior to such 366th day pursuant to which the Net Cash Proceeds are to be applied on the later of the 366th day and the 121st day after the execution of such agreement (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, to repurchase the extent required by the terms of any Pari Passu Debt, an offer to purchase to all or holders of such Pari Passu Debt, on a date (the "Net Proceeds Offer Payment Date") not less the 30 nor more then 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any portion such Pari Passu Debt) on a pro rata basis, that amount of Notes (and Pari Passu Debt) equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes the Net Proceeds Offer Amount at a purchase price, in cash, price equal to 101100% of the aggregate principal amount of the Notes repurchased(and Pari Passu Debt) to be purchased, plus accrued and unpaid interest on the Notes repurchased thereon, if any, to the Purchase Date. Holders date of Notes purchase; provided, however, that are if at any time any non-cash consideration received by the subject Company or any Restricted Subsidiary of an offer the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to purchase will receive any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder as of the date of such conversion or disposition and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Each Net Proceeds Offer or will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a Change copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of Control Offer from the Company prior to any related purchase date and Net Proceeds Offer, Holders may elect to have 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 Debt properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Debt will be purchased by completing on a pro rata basis based on aggregate amounts of Notes and Pari Passu Debt tendered (and the form entitled “Option Trustee shall select the tendered Notes of Holder to Elect Purchase” tendering Holders on a pro rata basis based on the reverse amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the Notesconsummation of any Net Proceeds Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer Amount will be reset at zero.

Repurchase at Option of Holder. (a) If the Company or one there is a Change of its Restricted Subsidiaries consummates any Asset SalesControl, the Company may, upon the terms of the Indenture, shall be required, commence required to make an offer for Notes pursuant (a "Change of Control Offer") to the Indenture by applying the Excess Proceeds repurchase all or any part (equal to $1,000 or an “Asset Sale Offer”integral multiple thereof) pursuant to Section 3.09 of the Indenture to purchase the each Holder's Notes at an offer price in cash a Purchase Price equal to 100.0101% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer repurchase, in accordance with the procedures set forth in the Indenture. Within 30 days following any Change of Control, all the Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as more fully set forth in required by the Indenture. (b) Upon On the occurrence 361st day after an Asset Sale (the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of paragraph (a) of Section 4.10 of the Indenture (each, a Change of Control, "Net Proceeds Offer Amount") shall be applied by the Company shall, within 30 days of a change of control, or such Restricted Subsidiary to make an offer to purchase (a “Change of Control the "Net Proceeds Offer”"), pursuant on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (Net Proceeds Offer Amount at a price equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101100% of the aggregate principal amount of the Notes repurchasedto be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the Notes repurchased register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Purchase DateTrustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10 million, shall be applied as required above). (c) Any Net Loss Proceeds from an Event of Loss with respect to Collateral that are not applied or invested as provided in the subject first sentence of paragraph (a) of Section 4.19 of the Indenture prior to the 361st day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Company will make an offer to purchase will (a "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Loss Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount of Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive an Asset Sale interest on the relevant interest payment date in accordance with the procedures set forth herein). If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. To the extent that the aggregate amount of Notes tendered pursuant to a Loss Proceeds Offer or a Change of Control is less than the Loss Proceeds Offer from Amount, the Company may apply any remaining Net Loss Proceeds to any purpose consistent with the Indenture and, following the consummation of each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option expiration of Holder to Elect Purchase” on 360 days after the reverse occurrence of the Notesan Event of Loss.

Repurchase at Option of Holder. (a) If the Company or one there is a Change of its Restricted Subsidiaries consummates any Asset SalesControl, the Company may, upon the terms of the Indenture, shall be required, commence required to make an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an a “Asset Sale Change of Control Offer”) pursuant to Section 3.09 repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Indenture to purchase the each Holder’s Notes at an offer price in cash a Purchase Price equal to 100.0101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer repurchase, in accordance with the procedures set forth in the Indenture; provided that the Company shall not be obligated to make a Change of Control Offer if, no later than the 30th day after the Change of Control, it has mailed an irrevocable notice of redemption for all as more fully of the Notes pursuant to the procedures set forth in the Indenture for an Optional Redemption and the Company subsequently has not failed to consummate such Optional Redemption. Upon any failure by the Company to consummate the Optional Redemption for which such irrevocable notice of redemption was given, the Company’s obligation to offer to repurchase Notes shall be reinstated. Within 30 days following any Change of Control, the Company shall send, by first class mail, a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) Upon On the occurrence 361st day after an Asset Sale or such earlier date, if any, as the Board of a Change Directors of Control, the Company shall, within 30 days or of a change of control, make an offer (a “Change of Control Offer”), pursuant such Restricted Subsidiary determines not to apply the procedures Net Cash Proceeds relating to such Asset Sale as set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.second paragraph of

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of ControlControl occurs, unless the Company shall, within 30 days at such time has given notice of a change of control, make an offer (a “Change of Control Offer”), redemption pursuant to the procedures set forth in Section 3.09 of the Indenture, Paragraph (5) hereof with respect to all Holders outstanding Notes, each Holder will have the right to require Holdings to repurchase all or any portion part (equal to $1,000 or an integral multiple of $1,000) of such that Holder’s 14.09% Senior PIK Notes pursuant to a Change of Control Offer at a purchase price, price in cash, cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interest on the Notes repurchased and Additional Interest, if any, to the Purchase Datedate of purchase; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. Within 30 days following any Change of Control unless the Company at such time has given notice of redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, Holdings will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture. (b) Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Notes. (c) Holders of the 14.09% Senior PIK Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer from the Company Holdings prior to any related purchase date and may elect to have such 14.09% Senior PIK Notes purchased by completing the form entitled titled “Option of Holder to Elect Purchase” on the reverse of the Notesappearing below.

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, shall make an offer (a “"Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders ") to repurchase all or any portion part (equal to $1,000 or an integral multiple of $1,000thereof) of such each Holder’s 's Notes at a purchase price, in cash, price equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus accrued and unpaid interest on and Special Interest thereon, if any, to the date of repurchase (the "Change of Control Payment"); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this subparagraph in the event that it has exercised its rights to redeem all of the Notes repurchased as described in Section 5(c) hereof. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the Purchase Date. Holders of Notes that are procedures governing the subject of an offer to purchase will receive an Asset Sale Offer or a Change of Control Offer from as required by the Indenture. (b) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless, (i) the Company prior (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to any related purchase date the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and may elect set forth in an Officer's Certificate delivered to have such Notes purchased by completing the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form entitled “Option of Holder cash and/or Cash Equivalents, and (iii) the Net Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Proceeds (a) first, to Elect Purchase” on the reverse extent the Company (or such Restricted Subsidiary, as the case may be) elects, to the redemption or repurchase of outstanding pari passu Indebtedness of the NotesCompany or Purchase Money Indebtedness of any Restricted Subsidiary; provided that in the event that such Restricted Subsidiary is a Guarantor, the Purchase Money Indebtedness to be redeemed or repurchased ranks at least pari passu to the Guarantee given by such Restricted Subsidiary and (b) second, to the extent of the balance of such Net Proceeds after application as described in (a) above and to the extent the Company (or such Restricted Subsidiary, as the case may be) elects, to reinvest, or enter into a legally binding agreement to reinvest, such Net Proceeds (or any portion thereof) in assets that are used or useful in a Permitted Business. The balance of such Net Proceeds, after the application of such Net Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company shall be required to make an offer to all Holders of Notes and pari passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of the Excess Proceeds, at a purchase 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 Article 3 of the Indenture and the agreements governing such pari passu Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or one of its a Restricted Subsidiaries Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any calendar year, the Company may, upon the terms of the Indenture, be required, shall commence an offer for to all Holders of Notes pursuant and all holders of other Indebtedness containing provisions similar to those set forth in the Indenture by applying with respect to offers to purchase or redeem with the Excess Proceeds proceeds of sales of assets (an “as "Asset Sale Offer”") pursuant to Section 3.09 of the Indenture and such other Indebtedness to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100.0100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of and such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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 Notesother Indebtedness.

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds Net Available Cash (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder's Notes, in whole or in part, in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") and the other procedures set for in the Indenture; provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Paragraph 6 in the event that it has exercised its right to redeem all of the Notes pursuant to Section 3.07 of the Indenture. (b) If the Company or one any of its Restricted Subsidiaries consummates any consummate an Asset SalesSale, to the extent provided in the Indenture, the Company may, upon the terms of the Indenture, may be required, commence required to make an offer for to all Holders of Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale "Offer”") pursuant to Section 3.09 4.07 of the Indenture to purchase the Notes at an offer price in cash in an amount equal to 100.0100% 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 offer purchase in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If there is 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 each Holder's Notes (the "Change of Control Offer") at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or one any of its Restricted Subsidiaries consummates any consummate an Asset SalesSale, the Company mayshall, upon the terms if required by Section 4.07 of the Indenture, be required, promptly commence an offer for to all Holders of Notes pursuant to the Indenture by applying the Excess Proceeds (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Net Proceeds at an offer price in cash in an amount equal to 100.0100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer purchase in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of . If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes repurchased, plus accrued and unpaid interest to be purchased on the Notes repurchased to the Purchase Datea pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If Upon the Company or one occurrence of its Restricted Subsidiaries consummates any Asset Salesa Change of Control, the Company may, upon shall be required to make an offer to repurchase on the terms Change of Control Payment Date all or any part (equal to $1,000 or an integral multiple thereof) of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the outstanding Notes at an offer a purchase price in cash equal to 100.0101% of the aggregate principal amount thereof plus accrued and unpaid interest, and Liquidated Damages, if any thereon to the Change of Control Payment Date. Holders of Notes that are subject to an offer to purchase will receive a Change of Control Offer from the Company prior to any related Change of Control Payment Date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. (b) The Company shall be required when the cumulative amount of Excess Proceeds from Asset Sales exceeds $2.0 million to offer 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 outstanding principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of . If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes repurchasedto be purchased on a pro rata basis based upon their principal amount or accreted value, plus accrued and unpaid interest on as applicable (with such adjustments as may be deemed appropriate by the Company so that only Notes repurchased to the Purchase Datein denominations of $1,000, or integral multiples thereof shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of Control Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Option of Holder to Elect Purchase” on the reverse of the Notes" appearing below.

Repurchase at Option of Holder. (a) If there is a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or a $1,000 integral multiple thereof (provided, that no Notes will be purchased in part if such Note would have a remaining principal amount of less than $2,000)) of each Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or one any of its Restricted Subsidiaries consummates any consummate an Asset SalesSale offer, the Company mayshall, upon the terms if required by Section 4.07 of the Indenture, be required, promptly commence an offer for to all Holders of Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Net Proceeds at an offer price in cash in an amount equal to 100.0100% 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 offer purchase in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of . If the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes repurchasedto be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, plus accrued and unpaid interest on the Notes repurchased to the Purchase Dateor $1,000 integral multiples thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of Control Offer from the Company at least twenty Business Days prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Repurchase at Option of Holder. (a) If 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 $2,000 or integral multiples of $1,000 in excess thereof, as applicable,) 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 thereon, to the date of purchase (the “Change of Control Payment”), subject to the terms of the Indenture. No later than 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) In certain circumstances specified in the Indenture, if the Company or one of its a Restricted Subsidiaries Subsidiary consummates any Asset Sales, the Company may, upon the terms of the Indenture, may be required, required to commence an offer for to all Holders of Notes pursuant to the Indenture and other Indebtedness that ranks by applying its terms pari passu in right of payment with the Excess Proceeds Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from Asset Sales as are contained in the Indenture (an “Asset Sale Offer”) pursuant to Section 3.09 purchase on a pro rata basis the maximum principal amount of Notes, that is an integral multiple of $1,000, that may be purchased out of the Indenture to purchase the Notes Excess Proceeds, at an offer price in cash in an amount equal to 100.0100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, thereon to the date fixed for the closing of such offer purchase, in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, Control each Holder will have the right to require the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) part of such Holder’s Notes at a purchase price, price in cash, cash equal to 101% of the aggregate principal amount of the Notes repurchased, Accreted Value thereof plus accrued and unpaid interest interest, if any, to the date of purchase (subject to the right of holders of record on the Notes repurchased relevant Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Purchase Date. Holders of Notes Trustee stating: (i) that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of Control Offer has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of Accreted Value thereof plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on a Record Date to receive interest on the relevant Interest Payment Date), (ii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the Company prior to any related purchase date such notice is mailed); and may elect (iii) the procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its Notes purchased. (b) If the Company or a Subsidiary consummates any Asset Disposition, and when the aggregate amount of Excess Proceeds from such Notes purchased by completing an Asset Disposition exceeds $10 million, the form entitled “Option of Holder Company shall be required to Elect Purchase” on make a Net Proceeds Offer in the reverse of manner described in the NotesIndenture.

Repurchase at Option of Holder. (a) If the Company or one there is a Change of its Restricted Subsidiaries consummates any Asset SalesControl, the Company may, upon the terms of the Indenture, shall be required, commence required to make an offer for Notes pursuant (a "Change of Control Offer") to the Indenture by applying the Excess Proceeds repurchase all or any part (equal to $1,000 or an “Asset Sale Offer”integral multiple thereof) pursuant to Section 3.09 of the Indenture to purchase the each Holder's Notes at an offer a purchase price in cash equal to 100.0101% 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 business days following any Change of Control, the Company shall mail a notice to the Trustee and to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.9 of the Indenture and such other Indebtedness to purchase the maximum principal amount of Notes 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 aggregate principal amount thereof plus accrued and unpaid interest, and in each case, Liquidated Damages thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the IndentureSection 3.9 and such other Indebtedness. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If a Change of Control occurs, unless the Company Issuer at such time has given notice of redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, each Holder will have the right to require the Issuer to repurchase all or one any part (equal to $2,000 or an integral multiple of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms $1,000 in excess thereof) of the Indenture, be required, commence an offer for that Xxxxxx's Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 a Change of the Indenture to purchase the Notes Control Offer at an offer a price in cash equal to 100.0101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date fixed for of purchase; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. Within 30 days following any Change of Control unless the closing Issuer at such time has given notice of such offer in accordance redemption pursuant to Paragraph (5) hereof with respect to all outstanding Notes, the Issuer will deliver a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and setting forth the procedures set forth in governing the Indenture, all as more fully set forth in Change of Control Offer required by the Indenture. (b) Upon the occurrence of a Change of Controlcertain Asset Sales, the Company shall, within 30 days of a change of control, make an Issuer may be required to offer to purchase Notes. (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 c) Holders of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive notice of a Net Proceeds Offer or the Change of Control Offer, as applicable, pursuant to an Asset Sale Offer or a Change of Control Offer from the Company Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “titled "Option of Holder to Elect Purchase” on the reverse of the Notes" attached hereto.

Repurchase at Option of Holder. (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder's Notes, in whole or in part, in integral multiples of $1,000, at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the "Change of Control Purchase Date"), pursuant to the offer described below (the "Change of Control Offer") and the other procedures set forth in the Indenture; provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Paragraph 6 in the event that it has exercised its right to redeem all of the Notes pursuant to Section 3.07 of the Indenture. (b) If the Company or one any of its Restricted Subsidiaries consummates any consummate an Asset SalesSale, to the extent provided for in the Indenture, the Company may, upon the terms of the Indenture, may be required, commence required to make an offer for to all Holders of Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale "Offer”") pursuant to Section 3.09 4.07 of the Indenture to purchase the Notes at an offer price in cash in an amount equal to 100.0100% 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 offer purchase in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture.. Table of Contents (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If the Company or one a Change of its Restricted Subsidiaries consummates any Asset SalesControl Trigger Event occurs, the Company may, upon the terms of the Indenture, will be required, commence an offer for Notes pursuant required to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders ) to repurchase all or any portion part (equal to $1,000 2,000 or an integral multiple of $1,0001,000 in excess thereof) of such each Holder’s Notes at a purchase price, an offer price in cash, cash equal to 101% of the aggregate principal amount of the Notes repurchasedamount, plus accrued and unpaid interest on the Notes repurchased and Additional Amounts, if any, to the Purchase Datedate of repurchase (the “Change of Control Payment”). Within 30 days following a Change of Control Trigger Event, the Company will send a notice (including by electronic transmission) to each Holder and the Trustee describing the transaction that constitutes the Change of Control Trigger Event and setting forth the procedures governing the Change of Control Offer as required by Section 5.15 of the Indenture. (b) On the 366th day or 546th day, as applicable, after an Asset Sale or a Collateral Disposition (or, at the Company’s option, such earlier date), if the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will be required to make an Asset Sale Offer pursuant to Section 5.10 of the Indenture to all Holders of Notes and as provided therein, certain other Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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.

Repurchase at Option of Holder. (a) If a Change of Control Triggering Event occurs, unless the Company has previously or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms concurrently mailed a redemption notice with respect to all of the Indenture, be required, commence an offer for outstanding Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 3.01 of the Second Supplemental Indenture to purchase the Notes at an offer price (unless and until there is a default in cash equal to 100.0% payment of the principal amount thereof plus accrued and unpaid interest applicable Redemption Price or the redemption is not consummated due to the date fixed for the closing failure of such offer in accordance with the procedures set forth a condition precedent contained in the Indentureapplicable redemption notice to be satisfied), all as more fully set forth in each Holder of Notes will have the Indenture. (b) Upon the occurrence of a Change of Control, right to require the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion part (equal to $1,000 2,000 or an integral multiple of $1,000) of such that Holder’s Notes at pursuant to a purchase priceChange of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash, cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, plus accrued and unpaid interest on to (but not including) the Notes repurchased to the Purchase Datedate of purchase. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Within 30 days following any Change of Control Offer from Triggering Event or, at the Company Company’s option, prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option Change of Holder to Elect Purchase” on the reverse Control, but after public announcement of the Notestransaction that constitutes or may constitute the Change of Control, the Company will send notice of such Change of Control Offer, with a copy to the Trustee and the Registrar, by first-class mail, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the information set forth in the Indenture.

Repurchase at Option of Holder. (a) If the Company or one of its Restricted Subsidiaries any Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company may, upon the terms of the Indenture, be required, shall commence an offer for to all Holders of Notes pursuant to the Indenture by applying the Excess Proceeds (an “as "Asset Sale Offer”") pursuant to Section Sections 3.09 and 4.10 of the Indenture to purchase the maximum principal amount of Notes at that may be purchased out of the Excess Proceeds based upon an offer price in cash in an amount equal to 100.0100% of the principal amount thereof thereof, plus accrued and unpaid interest interest, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price, in cash, equal to 101% of . To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the Notes repurchasedExcess Proceeds, plus accrued and unpaid interest on the Notes repurchased to the Purchase DateCompany (or such Subsidiary) may use such deficiency for general corporate purposes. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase A-4 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. (b) If the Company commences any Special Purpose Offer, pursuant to Sections 3.10 and 4.19 or 9.07, Holders of Notes that are the subject to the Special Purpose Offer will receive a Change of Control Special Purpose Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “"Special Option of Holder to Elect Purchase” " on the reverse of the Notes.

Repurchase at Option of Holder. (a) If a Change of Control Triggering Event occurs, unless the Company has previously or one of its Restricted Subsidiaries consummates any Asset Sales, the Company may, upon the terms concurrently mailed a redemption notice with respect to all of the Indenture, be required, commence an offer for outstanding Notes pursuant to the Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 3.01 of the First Supplemental Indenture to purchase the Notes at an offer price (unless and until there is a default in cash equal to 100.0% payment of the principal amount thereof plus accrued and unpaid interest applicable Redemption Price or the redemption is not consummated due to the date fixed for the closing failure of such offer in accordance with the procedures set forth a condition precedent contained in the Indentureapplicable redemption notice to be satisfied), all as more fully set forth in each Holder of Notes will have the Indenture. (b) Upon the occurrence of a Change of Control, right to require the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion part (equal to $1,000 2,000 or an integral multiple of $1,000) of such that Holder’s Notes at pursuant to a purchase priceChange of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash, cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, plus accrued and unpaid interest on to (but not including) the Notes repurchased to the Purchase Datedate of purchase. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Within 30 days following any Change of Control Offer from Triggering Event or, at the Company Company’s option, prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option Change of Holder to Elect Purchase” on the reverse Control, but after public announcement of the Notestransaction that constitutes or may constitute the Change of Control, the Company will send notice of such Change of Control Offer, with a copy to the Trustee and the Registrar, by first-class mail, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the information set forth in the Indenture.

Repurchase at Option of Holder. (a) If there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or one of its a Restricted Subsidiaries Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any calendar year, the Company may, upon the terms of the Indenture, be required, shall commence an offer for to all Holders of Notes pursuant and all holders of other Indebtedness containing provisions similar to those set forth in the Indenture by applying with respect to offers to purchase or redeem with the Excess Proceeds proceeds of sales of assets (an “"Asset Sale Offer”") pursuant to Section 3.09 of the Indenture and such other Indebtedness to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100.0100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of and such Holder’s Notes at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Change of 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 Notesother Indebtedness.