Common use of Repurchase at Option of Holders Clause in Contracts

Repurchase at Option of Holders. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 business days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest 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. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (ai) If there is a Change of Control, the Company Issuer will be required to make an offer (a "“Change of Control Offer"”) to repurchase purchase all or any part (equal to $US$1,000 or an integral multiple thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 business 30 days following any Change of Control, the Company Issuer will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of a Change of Control Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note. (bii) If the Company Xxxxxxx or a Restricted Subsidiary consummates any Asset Sales, within five days of each date on which and the aggregate amount of Excess Proceeds exceeds $15.0 US$20.0 million, the Company Issuer will commence an offer to all Holders of Notes and, at the Company's option, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, 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 (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (Xxxxxxx or such Subsidiary) any Restricted Subsidiary may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basispurchased. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the this reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right (except as set forth in the proviso to Section 4.06(a) of the Indenture) to require the Company will 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 of $1,000 in excess thereof) of each such Holder's ’s Notes (the “Offer to Purchase”) at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (subject to the "Change right of Control Payment"Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 10 business 30 days following any Change of Control, the Company will mail shall send a notice written offer to each Holder setting forth the procedures governing the Change of Control Offer to Purchase as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. (b) . The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer to Purchase. If the Company Parent Guarantor or a any Restricted Subsidiary of the Parent Guarantor consummates any an Asset SalesSale, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, in certain circumstances specified in Section 4.07 the Company will shall commence an offer to all Holders of Notes and, at the Company's option, and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Secured Debt 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"“Offer to Purchase”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness Pari Passu Secured Debt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for of purchase (subject to the closing right of such offer, Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer Offer to purchase Purchase will receive an Asset Sale Offer to Purchase from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to shall make an offer (a "Change of Control OfferCHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's the Notes at a purchase 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 PaymentCHANGE OF CONTROL PAYMENT"). Within 10 business 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by Notes issued under the Indenture. (b) If , with a copy to the Company or a Subsidiary consummates any Asset SalesTrustee, within five days of each date on which containing the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those information 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 3.09 4.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest 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. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of to an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) Within 365 days after the Company's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness under Credit Facility Obligations or Guarantor Credit Facility Obligations (and to correspondingly reduce commitments with respect thereto), to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor or Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be then redeemed, the Company shall make an offer pursuant to Section 3.10 of the Notes." (vi) Section 11 Indenture to purchase at 100% of Exhibit A shall be deleted and replaced with the following:principal

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, each Holder shall have the Company will be required right to make an offer (a "Change of Control Offer") require Services to repurchase all or any part (equal its Notes in cash pursuant to $1,000 or an integral multiple thereof) the offer described in Section 4.13 of each Holder's Notes the Indenture at a purchase price equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 business 30 days following any Change of ControlControl Triggering Event, the Company will Services shall mail a notice to the Trustee and each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Services, CCPR or a any Restricted Subsidiary consummates any one or more Asset SalesSales and does not use all of the Net Cash Proceeds from such Asset Sales as provided in Section 4.14 of the Indenture, within five days of each date on which Services will be required, under certain circumstances, to utilize the aggregate amount of Excess Net Cash Proceeds exceeds $15.0 million, the Company will commence an from such Asset Sales to offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for of payment. If the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Net Cash Proceeds are insufficient to purchase all Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an any Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess ProceedsOffer, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on in accordance with the terms of Article 3 of the Indenture. (c) Holders may tender all or, subject to paragraph 8 below, any portion of their Notes in a pro rata basis. Holders Change of Notes that are the subject of an offer to purchase will receive an Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form below entitled "Option of Holder to Elect Purchase" on the reverse of the NotesOPTION OF HOLDER TO ELECT PURCHASE." (vid) Section 11 Services shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an offer required to be made by Services to repurchase the Notes as a result of Exhibit A a Change of Control Triggering Event or an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, Services shall be deleted and replaced comply with the following:applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Indenture by virtue thereof.

Repurchase at Option of Holders. (a) If there is a Change of Control, the Company will shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 business ten days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 5 million, the Company will shall commence an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will 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 such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 10 business 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase the Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If On the Company or a Subsidiary consummates any 361st day after an Asset SalesSale, within five days of each date on which if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence shall make an offer to all Holders of Notes and, at to the Company's optionextent required by the terms thereof, to all holders or lenders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interest and and, with respect to the Notes or similar securities, Liquidated Damages thereonor comparable amounts in the case of similar securities, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 4.10 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Pari Passu Indebtedness surrendered by holders thereof or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Pari Passu Indebtedness to be purchased on a pro rata basisbasis on the basis of the aggregate principal amount of the tendered Notes and the aggregate principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to shall make an offer (a "Change of Control Offer") to repurchase purchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's the Notes at a purchase an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date of purchase (the "Change of Control PaymentPayment Date"). Within 10 business days following any Change Notice of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required shall be mailed by or on behalf of the Company, with a copy to the Trustee or, at the option of the Company and at the expense of the Company, by the Trustee within 30 days following a Change of Control to each Holder of Notes containing the information set forth in Section 4.17 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which When the aggregate amount of Excess Proceeds in connection with Asset Sales by the Company exceeds $15.0 5.0 million, the Company will commence shall make an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.10 of the Indenture. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within 30 days following the date on which the aggregate amount of Excess Proceeds exceeds $5.0 million by mailing by first class mail the notice required pursuant to the terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, each Holder of Senior Subordinated Notes shall have the right to require the Company will 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 such Holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 business days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a any Subsidiary consummates any one or more Asset Sales, within five days Sales and does not use all of each date on which the aggregate amount Net Proceeds from such Asset Sales as provided in Section 4.10 of Excess Proceeds exceeds $15.0 millionthe Indenture, the Company will commence an be required, under certain circumstances, to utilize the Excess Proceeds from such Asset Sales to offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Excess Proceeds Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer a purchase price in cash in an amount equal to 100% of the aggregate principal amount thereof of the Notes plus any accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for of purchase. If the closing of such offerExcess Proceeds are insufficient to purchase all Notes tendered pursuant to any Excess Proceeds Offer, the Company shall select the Notes to be purchased in accordance with the procedures set forth terms of Article 3 of the Indenture and Section 4.10, as applicable. (c) Holders may tender all or any portion of their Notes in a Change of Control Offer or Excess Proceeds Offer (collectively, an "Offer") by completing the Indentureform below entitled "OPTION OF HOLDER TO ELECT PURCHASE." (d) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Notes as a result of a Change of Control or an Asset Sale. To the extent that the aggregate amount provisions of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than securities laws or regulations conflict with provisions of the Excess ProceedsIndenture, the Company (or such Subsidiary) may use such deficiency for any purpose shall comply with the applicable securities laws and regulations and shall not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect deemed to have such Notes purchased breached its obligations under the Indenture by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notesvirtue thereof." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's the Notes at a purchase 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"). Within 10 business 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which When the aggregate amount of Excess Proceeds in connection with Asset Sales by the Company exceeds $15.0 15 million, the Company will commence shall make an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, to the date fixed for the closing of such offer, purchase in accordance with the procedures set forth in Section 3.10 of the Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15 million by mailing the notice required pursuant to the terms Section 3.10 of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will 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 such Holder's Notes pursuant to the offer described below (the "Change 140 of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 business 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase the Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If On the Company or a Subsidiary consummates any 361st day after an Asset SalesSale, within five days of each date on which if the aggregate amount of Excess Proceeds exceeds $15.0 10.0 million, the Company will commence be required to make an offer to all Holders of Notes and, at to the Company's optionextent required by the terms thereof, to all holders or lenders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and and, with respect to the Notes or similar securities, Liquidated Damages thereonor comparable amounts in the case of similar securities, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.10 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Pari Passu Indebtedness surrendered by holders thereof or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Pari Passu Indebtedness to be purchased on a pro rata basisbasis on the basis of the aggregate principal amount of the tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by 141 completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) Subject to the additional terms and conditions set forth in the Indenture: If there is a Change of Control, each Holder of Notes will have the right (except as set forth in the proviso to Section 4.06(a) of the Indenture) to require the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each such Holder's ’s Notes (the “Offer to Purchase”) at a purchase price equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (subject to the "Change right of Control Payment"Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 10 business 30 days following any Change of Control, the Company will mail shall send a notice written offer to each Holder setting forth the procedures governing the Change of Control Offer to Purchase as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. (b) . The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer to Purchase. If the Company Parent Guarantor or a any Restricted Subsidiary of the Parent Guarantor consummates any an Asset SalesSale, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, in certain circumstances specified in Section 4.07 the Company will shall commence an offer to all Holders of Notes and, at the Company's option, and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Secured Debt 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"“Offer to Purchase”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness Pari Passu Secured Debt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for of purchase (subject to the closing right of such offer, Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer Offer to purchase Purchase will receive an Asset Sale Offer to Purchase from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (ai) If there is a Change of Control, the Company Issuer will be required to make an offer (a "“Change of Control Offer"”) to repurchase purchase all or any part (equal to $US$1,000 or an integral multiple thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest thereon, if any, to the date of purchase (the "“Change of Control Payment"”). Within 10 business 30 days following any Change of Control, the Company Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Holders of Notes that are the subject of a Change of Control Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on this reverse side of this Note. (bii) If the Company Compton or a Restricted Subsidiary consummates any Asset Sales, within five days of each date on which and the aggregate amount of Excess Proceeds exceeds $15.0 US$20.0 million, the Company Issuer will commence an offer to all Holders of Notes and, at the Company's option, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages Additional Interest thereon, 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 (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (Compton or such Subsidiary) any Restricted Subsidiary may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basispurchased. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the this reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will 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 such Holder's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 10 business 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase the Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If On the Company or a Subsidiary consummates any 361st day after an Asset SalesSale, within five days of each date on which if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence shall make an offer to all Holders of Notes and, at to the Company's optionextent required by the terms thereof, to all holders or lenders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interest and and, with respect to the Notes or similar securities, Liquidated Damages thereonor comparable amounts in the case of similar securities, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in this 4.10 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Pari Passu Indebtedness surrendered by holders thereof or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Pari Passu Indebtedness to be purchased on a pro rata basisbasis on the basis of the aggregate principal amount of the tendered Notes and the aggregate principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, the Company will be required to shall make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's the Notes at a price in cash equal to 101% of the aggregate principal amount at maturity thereof plus accrued and unpaid interest, if any, to the date of purchase (or, in the case of repurchases of Notes prior to ____,2002, at a purchase price equal to 101% of the aggregate principal amount Accreted Value thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to as of the date of purchase repurchase) (the "Change of Control Payment"). Within 10 business 65 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by Notes issued under the Indenture, with a copy to the Trustee, containing the information set forth in Section 4.09 of the Indenture. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If Within 395 days after the Company's or any Restricted Subsidiary's receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness of a Restricted Subsidiary consummates of the Company (and to correspondingly reduce commitments with respect thereto) or (b) to repay Pari Passu Indebtedness (provided that if the Company shall so repay Pari Passu Indebtedness, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable or, if the Notes may not be then redeemed, the Company shall make an offer pursuant to Section 3.10 of the Indenture to purchase at 100% of the principal amount thereof at maturity (or, in the case of repurchases of Notes prior to ___, 2002, at a purchase price equal to 100% of the Accreted Value thereof as of the date of repurchase) the amount of Notes that would otherwise be redeemed or (c) to an investment in property, capital expenditures or assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary. Any Net Proceeds from Asset Sales, within five days Sales that are not applied or invested as provided in the preceding sentence of each date on which this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence shall be required to make an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture Offer to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount at maturity thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the date fixed for of purchase (or, in the closing case of such offerrepurchases of Notes prior to ______, 2002, at a purchase price equal to 100% of the Accreted Value thereof as of the date of repurchase), in accordance with the procedures set forth in Section 3.10 of the Indenture. To the extent that the aggregate principal amount at maturity or Accreted Value (as applicable) of Notes amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount at maturity of or Accreted Value (as applicable) of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an such Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the Notes." (vi) Section 11 of Exhibit A Excess Proceeds shall be deleted and replaced with the following:reset at zero.

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company will 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 such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 10 business 30 days following any Change of Control, the Company will shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase the Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. Holders of Notes that are subject to an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of this Note. (b) If On the Company or a Subsidiary consummates any 361st day after an Asset SalesSale, within five days of each date on which if the aggregate amount of Excess Proceeds exceeds $15.0 10.0 million, the Company will commence be required to make an offer to all Holders of Notes and, at to the Company's optionextent required by the terms thereof, to all holders or lenders of other Pari Passu Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including and any Additional Notes) and other pari passu such Pari Passu Indebtedness to which the asset sale offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and and, with respect to the Notes or similar securities, Liquidated Damages thereonor comparable amounts 154 in the case of similar securities, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.10 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Pari Passu Indebtedness surrendered by holders thereof or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Pari Passu Indebtedness to be purchased on a pro rata basisbasis on the basis of the aggregate principal amount of the tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse side of the Notesthis Note." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Within 30 days following the occurrence of a Change of Control, except as provided in the Indenture, the Company will be required to shall make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”). Within 10 business days following any Change , subject to the right of Control, Holders of record on a record date to receive interest due on the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenturerelevant Interest Payment Date. (b) If the Company or a Subsidiary consummates any In certain circumstances following an Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 millionSale, the Company will may be required to commence an offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereon, if any, thereon to the Settlement Date, subject to the right of Holders of record on a record date fixed for to receive interest due on the closing of such offerrelevant Interest Payment Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes . (including any Additional Notesc) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer Offer, as the case may be, 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." (vi) Section 11 of Exhibit A shall be deleted and replaced with the following:

Repurchase at Option of Holders. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, each Holder shall have the Company will be required right to make an offer (a "Change of Control Offer") require Services to repurchase all or any part (equal its Notes in cash pursuant to $1,000 or an integral multiple thereof) the offer described in Section 4.13 of each Holder's Notes the Indenture at a purchase price equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon and Liquidated Damages thereonDamages, if any, to the date of purchase (the "Change of Control Payment")purchase. Within 10 business 30 days following any Change of ControlControl Triggering Event, the Company will Services shall mail a notice to the Trustee and each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Services, CCPR or a any Restricted Subsidiary consummates any one or more Asset SalesSales and does not use all of the Net Cash Proceeds from such Asset Sales as provided in Section 4.14 of the Indenture, within five days of each date on which Services will be required, under certain circumstances, to utilize the aggregate amount of Excess Net Cash Proceeds exceeds $15.0 million, the Company will commence an from such Asset Sales to offer to all Holders of Notes and, at the Company's option, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer a purchase price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date fixed for of payment. If the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Net Cash Proceeds are insufficient to purchase all Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an any Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess ProceedsOffer, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on in accordance with the terms of Article 3 of the Indenture. (c) Holders may tender all or, subject to paragraph 8 below, any portion of their Notes in a pro rata basis. Holders Change of Notes that are the subject of an offer to purchase will receive an Control Offer or Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form below entitled "Option of Holder to Elect Purchase" on the reverse of the NotesOPTION OF HOLDER TO ELECT PURCHASE." (vid) Section 11 Services shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an offer required to be made by Services to repurchase the Notes as a result of Exhibit A a Change of Control Triggering Event or an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, Services shall be deleted and replaced comply with the following:applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Indenture by virtue thereof.