Common use of REPURCHASE AT THE OPTION OF HOLDER Clause in Contracts

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date set forth in Section 4.15 of the Indenture. Within 30 days following any Change of Control, the Company will mail send a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bB) If On the Company 361st day after the Asset Sale (or a Restricted Subsidiary of at the Company consummates Company’s option, any Asset Salesearlier date), within ten Business Days of each date on which if the aggregate amount of Excess Proceeds then exceeds $100,000,00025.0 million, the Company will make an Asset Sale Offer to all Holders of Notes (with a copy to the Trustee), and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem, on a pro rata basis as specified in the Indenture, the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for of settlement, subject to the closing right of such offerHolders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Parent or any of its Restricted Subsidiaries may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the (except that any Notes or represented by a Note in global form will be selected by such Pari Passu Indebtedness tenderedmethod as DTC may require). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company Issuers will make commence an offer (an “Asset Sale Offer Offer”) to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in accordance with Section 4.10 of the Indenture, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of such offerpurchase, prepayment or redemption, in accordance with the procedures set forth in the IndentureIndenture and subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date. If any Excess Proceeds remain unapplied after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on (except that any Notes represented in the accreted value or principal amount form of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds a Global Note will be reset at zeroselected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will Issuers may be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”), as further described in the Indenture. Within 30 days following any Change of Control, the Company Issuers 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00025.0 million, the Company will may be required to make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth as specified further in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. . (c) Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer offer materials 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased interest to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Antero Midstream Partners will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Antero Midstream Partners or a Restricted Subsidiary of the Company Antero Midstream Partners consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company Antero Midstream Partners will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in Section 4.10 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, interest to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Antero Midstream Partners (or any Restricted Subsidiary) may use those such Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall (subject to the Depositary’s applicable procedures) select the Notes and the Company shall representative of such other pari passu Indebtedness will (subject to the Depositary’s applicable procedures) select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. basis. (c) Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchasepurchase , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 ten 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to the date fixed for of purchase, prepayment or redemption, , subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.. ​

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company Issuers will make commence an offer (an “Asset Sale Offer Offer”) to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in accordance with Section 4.10 of the Indenture, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of such offerpurchase, prepayment or redemption, in accordance with the procedures set forth in the IndentureIndenture and subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date. If any Excess Proceeds remain unapplied after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on (except that any Notes represented in the accreted value or principal amount form of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds a Global Note A2-6 will be reset at zeroselected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased interest to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Antero Midstream Partners will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Antero Midstream Partners or a Restricted Subsidiary of the Company Antero Midstream Partners consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make Antero Midstream Partners may be required to commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in Section 4.10 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, interest to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Antero Midstream Partners (or any Restricted Subsidiary) may use those such Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall (subject to the Depositary’s applicable procedures) select the Notes and the Company shall representative of such other pari passu Indebtedness will (subject to the Depositary’s applicable procedures) select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. basis. (c) Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl with respect to the Notes, 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will may be required to make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture, including the Existing Notes and the Concurrent Notes, with respect to holders offers to purchase, prepay or redeem with the proceeds of such Pari Passu Indebtedness, to purchase the maximum principal amount sales of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an assets. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to to, but excluding, the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposesprepayment or redemption, subject to the other covenants contained in the Indenture. If the aggregate principal amount rights of Holders of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of relevant record date to receive interest due on the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offerrelevant Interest Payment Date, the amount of Excess Proceeds and will be reset at zeropayable in cash. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 2 To be used prior to the consummation of the Acquisitions.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company PES will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchasesettlement (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 15 days following any Change of Control, the Company PES will mail a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company PES or a Restricted Subsidiary of the Company PES consummates any Asset Sales, within ten Business Days of each date on which the 361st day after the Asset Sale (or, at PES’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $100,000,0005.0 million, the Company PES will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to and, at PES’s option, all holders of such Other Pari Passu IndebtednessObligations, to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for of settlement, subject to the closing right of such offerHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company PES may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the and, if applicable, Other Pari Passu Indebtedness surrendered by Obligations tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Other Pari Passu Indebtedness Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tenderedbasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (c) Within 100 days after each Determination Date for which the Excess Cash Flow of PES and its Restricted Subsidiaries for the applicable Excess Cash Flow Offer Determination Period exceeds $2.5 million (the “Excess Cash Flow Offer Threshold”), and to the extent permitted by its Credit Facilities, PES will make an offer in cash in an amount equal to the Excess Cash Flow Offer Amount to purchase Notes (an “Excess Cash Flow Offer”) at an offer price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the “Excess Cash Flow Offer Payment”). Holders If the aggregate principal amount of Notes tendered in such Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be purchased on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate. To the extent that are the subject aggregate amount of Notes tendered pursuant to an offer Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, PES may use any remaining Excess Cash Flow Amount for any purpose not otherwise prohibited by the Indenture. Upon completion of any such Excess Cash Flow Offer, the Excess Cash Flow Amount shall be reset at zero; provided that PES will not be deemed to purchase be in default under this covenant for any failure to make an Excess Cash Flow Offer or an Excess Cash Flow Offer Payment by virtue of any adjustment in the amount calculated for any Excess Cash Flow Offer Determination Period due to normal year-end accounting adjustments or other changes concurred in by its public accountants; provided further that any such adjustment in the calculation of the Excess Cash Flow for a prior Excess Cash Flow Offer Determination Period, whether positive or negative, shall be carried forward to the next subsequent Excess Cash Flow Offer Determination Period. Within 100 days following each such Determination Date, PES will receive an Asset Sale mail a notice to each Holder and the Trustee offering to repurchase Notes as of the date specified in the notice (the “Excess Cash Flow Offer Purchase Date”), which date will be no earlier than 30 days and no later than 60 days 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” attached notice is mailed, pursuant to the Notesprocedures required by the Indenture and described in such notice.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company Issuers will make commence an offer (an “Asset Sale Offer Offer”) to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in accordance with Section 4.10 of the Indenture, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of such offerpurchase, prepayment or redemption, in accordance with the procedures set forth in the IndentureIndenture and subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date. If any Excess Proceeds remain unapplied after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on (except that any Notes represented in the accreted value or principal amount form of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds a Global Note will be reset at zeroselected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a Restricted Subsidiary of the Company Sunoco LP consummates any Asset SalesSale, within ten Business Days of each date on which in certain circumstances specified in the aggregate amount of Excess Proceeds exceeds $100,000,000Indenture, the Company will make Issuers may be required to commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company PES will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchasesettlement (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 15 days following any Change of Control, the Company PES will mail a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company PES or a Restricted Subsidiary of the Company PES consummates any Asset Sales, within ten Business Days of each date on which the 361st day after the Asset Sale (or, at PES’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $100,000,0005.0 million, the Company PES will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to and, at PES’s option, all holders of such Other Pari Passu IndebtednessObligations, to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for of settlement, subject to the closing right of such offerHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company PES may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the and, if applicable, Other Pari Passu Indebtedness surrendered by Obligations tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Other Pari Passu Indebtedness Obligations (c) to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tenderedbasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) Within 100 days after each Determination Date for which the Excess Cash Flow of PES and its Restricted Subsidiaries for the applicable Excess Cash Flow Offer Determination Period exceeds $2.5 million (the “Excess Cash Flow Offer Threshold”), and to the extent permitted by its Credit Facilities, PES will make an offer in cash in an amount equal to the Excess Cash Flow Offer Amount to purchase Notes (an “Excess Cash Flow Offer”) at an offer price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the “Excess Cash Flow Offer Payment”). Holders If the aggregate principal amount of Notes tendered in such Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be purchased on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate. To the extent that are the subject aggregate amount of Notes tendered pursuant to an offer Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, PES may use any remaining Excess Cash Flow Amount for any purpose not otherwise prohibited by the Indenture. Upon completion of any such Excess Cash Flow Offer, the Excess Cash Flow Amount shall be reset at zero; provided that PES will not be deemed to purchase be in default under this covenant for any failure to make an Excess Cash Flow Offer or an Excess Cash Flow Offer Payment by virtue of any adjustment in the amount calculated for any Excess Cash Flow Offer Determination Period due to normal year-end accounting adjustments or other changes concurred in by its public accountants; provided further that any such adjustment in the calculation of the Excess Cash Flow for a prior Excess Cash Flow Offer Determination Period, whether positive or negative, shall be carried forward to the next subsequent Excess Cash Flow Offer Determination Period. Within 100 days following each such Determination Date, PES will receive an Asset Sale mail a notice to each Holder and the Trustee offering to repurchase Notes as of the date specified in the notice (the “Excess Cash Flow Offer Purchase Date”), which date will be no earlier than 30 days and no later than 60 days 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” attached notice is mailed, pursuant to the Notesprocedures required by the Indenture and described in such notice.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company applicable agent shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes issued in global form, in accordance with the applicable procedures of DTC), based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) Upon the occurrence of a Political Risk Insurance Event, within five Business Days of each date on which the aggregate amount of Excess Political Risk Insurance Proceeds (for the avoidance of doubt, after giving effect to the application of amounts paid or to be paid as described in clause (i) or (ii) of the definition of Excess Political Risk Insurance Proceeds in the Indenture) exceeds $10.0 million, the Company will make a Political Risk Insurance Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of political risk insurance covering the San Bartolomé Mine in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Political Risk Insurance Proceeds. The offer price in any Political Risk Insurance Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Political Risk Insurance Proceeds remain after consummation of a Political Risk Insurance Offer, the Company may use those Excess Political Risk Insurance Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Political Risk Insurance Offer exceeds the amount of Excess Political Risk Insurance Proceeds, the Trustee will select the Notes and the applicable agent shall select such other pari passu Indebtedness to be purchased on a pro rata basis (or, in case of Notes issued in global form by lot or otherwise in accordance with the applicable procedures of DTC) unless otherwise required by law or applicable stock exchange, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Political Risk Insurance Offer, the amount of Excess Political Risk Insurance Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive a Political Risk Insurance 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, except as provided in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder Holder, with a copy to the Trustee, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000in certain circumstances, the Company will may be required to make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, to holders prepay or redeem with the proceeds of such Pari Passu Indebtedness, to purchase the maximum principal amount sales of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an assets. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposesprepayment or redemption, subject to the other covenants contained in the Indenture. If the aggregate principal amount rights of Holders of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of relevant record date to receive interest due on the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offerrelevant Interest Payment Date, the amount of Excess Proceeds and will be reset at zeropayable in cash. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company Issuers will make commence an offer (an “Asset Sale Offer Offer”) to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in accordance with Section 4.10 of the Indenture, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of such offerrepurchase, prepayment or redemption, in accordance with the procedures set forth in the IndentureIndenture and subject to the rights of Holders on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant Interest Payment Date. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any of its Restricted Subsidiaries may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on (except that any Notes represented in the accreted value or principal amount form of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds a Global Note will be reset at zeroselected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from the Company prior to any related purchase purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, each Holder will have the right, except as provided below and in the Indenture, to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company Issuers will make commence an offer (an “Asset Sale Offer Offer”) to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in accordance with Section 4.10 of the Indenture, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, to the date fixed for the closing of such offerpurchase, prepayment or redemption, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, Indenture and subject to the other covenants contained in the Indenture. If the aggregate principal amount rights of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based Holders on the accreted value or principal amount of relevant record date to receive interest and Liquidated Damages, if any, due on the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.relevant Interest

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within 30 thirty 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make an Asset Sale Offer Offer, in accordance with the Indenture, to all Holders and all holders of Notes and if required by the terms of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC, or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), based on the accreted value amounts tendered or principal amount required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of the Notes $2,000, or such Pari Passu Indebtedness tenderedan integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be A2-6|| purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. ​ (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 ten 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.. ​

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchaserepurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 75 days following any Change of Control, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by (an "Asset Sale Offer") pursuant to Section 3.09 of the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail or otherwise deliver (including by electronic means) a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company Guarantor consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 and 4.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% percentages corresponding to the applicable optional redemption price in effect on the repurchase date, and for periods prior to February 1, 2020, the first optional redemption price of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offerpurchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Guarantor) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 's Fixed Rate Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Fixed Rate Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Fixed Rate Notes repurchased to the date of purchase, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “"Change of Control Payment”"). Within 30 No later than 45 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which Sale and the aggregate amount of Excess Proceeds exceeds $100,000,00045.0 million, within 30 days thereof, the Company will make an Asset Sale Offer offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and if required by the terms (iii) all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders Section 3.09 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an (the "Asset Sale Offer"). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for of purchase, and will be payable in cash. The Company may satisfy the closing of such offer, in accordance foregoing obligations with the procedures set forth in the Indenture. If respect to any Excess Net Proceeds remain after consummation of from an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive making an Asset Sale Offer from the Company with respect to such Net Proceeds prior to any related purchase date and may elect the expiration of the relevant 450 days or with respect to have such Notes purchased by completing the form entitled “Option Excess Proceeds of Holder to Elect Purchase” attached to the Notes.$45.0

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is (i) pari passu in right of payment with the NotesNotes and (ii) contemporaneously require the purchase, to holders prepayment or redemption of such Pari Passu IndebtednessIndebtedness with the proceeds of sales of assets, in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The Excess Proceeds at an shall be allocated between the Notes and the other pari passu Indebtedness referred to above on a pro rata basis based on the aggregate amount of such Indebtedness then outstanding. The offer price with respect to the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale OfferOffer and the contemporaneous offer with respect to any other pari passu Indebtedness contemplated above, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered in such holders thereof Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocable to the Notes, the Trustee shall will select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on (or, in the accreted value or principal amount case of Notes issued in global form, in accordance with the applicable procedures of DTC). The remainder of the Notes or such Pari Passu Excess Proceeds allocable to the other pari passu Indebtedness tenderedwill be repurchased in a similar manner. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail or otherwise deliver (including by electronic means) a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company Guarantor consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 and 4.10 of the Base Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% percentages corresponding to the applicable optional redemption price in effect on the repurchase date, and for periods prior to November 1, 2021, the first optional redemption price of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offerpurchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Guarantor) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the Company will be required right to require the Issuer to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000 (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, any on the Notes repurchased to to, but not including, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 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. (b) If the Company Issuer or a Restricted Subsidiary of the Company Issuer consummates any Asset Sales, within ten Business Days of each date on which after the aggregate amount of Excess Proceeds exceeds $100,000,000250.0 million, the Company Issuer will make an Asset Sale Offer offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest thereon to, if anybut not including, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenturepurchase. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Issuer may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of purchase price for the Notes or the Pari Passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on or in accordance with the accreted value or principal amount applicable procedures of the Notes or Depositary, subject to adjustments so no Note in an unauthorized denomination remains outstanding after such Pari Passu Indebtedness tenderedpurchase. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.09 of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from the Company 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” attached to the Notesappearing below.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of ControlControl in circumstances specified in the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to minimum amounts of $2,000 or an 1,000 and integral multiple of $1,000 in excess thereof1.00) of that each Holder’s Notes at a purchase price in cash equal to 101% the Change of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Control Offer Price (the “Change of Control Payment”)) in respect of then outstanding Notes. Within 30 No later than 10 days following any Change of ControlControl or, at the Company’s option, prior to such Change of Control but after public announcement thereof, 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 FEEC, the Company or a Restricted Subsidiary of the Company FEEC consummates any an Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000Sale, the Company will make an Asset Sale Offer in circumstances specified in the Indenture may be required to offer to all Holders of Notes and if required by (an “Asset Sale Offer”) pursuant to Section 4.12 of the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, Indenture to purchase the maximum such aggregate principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offerAsset Sale Offer Price, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) For each annual period ending December 31, commencing December 31, 2013, the Company in circumstances specified in the Indenture may be required to offer to purchase all or any part of that Holder’s Notes (in minimum amounts of $1,000 and integral multiples of $1.00 in excess thereof) at a purchase price in cash equal to the Excess Cash Flow Offer Price, with an amount of Excess Cash Flow for such period that is equal to 50% of any Excess Cash Flow of Far East Energy Corporation and its Restricted Subsidiaries on a consolidated basis for such annual period minus $5.0 million minus the principal amount of the Existing Credit Facility repaid with Excess Cash Flow for such period. (d) In the event of any casualty, loss, damage, destruction or similar loss with respect to any property (real or personal) or assets of FEEC, the Company or a Restricted Subsidiary of FEEC, the Company in circumstances specified in the Indenture may be required to offer to all Holders of Notes (an “Insurance Proceeds Offer”) pursuant to Section 4.21of the Indenture to purchase such aggregate principal amount of Notes that may be purchased with the remaining Excess Insurance Proceeds at a purchase price in cash in an amount equal to Insurance Proceeds Offer Price, in accordance with the procedures set forth in the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Insurance 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail mail, or cause to be mailed, 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00015.0 million, the Company will make an Asset Sale Offer to (A) all Holders of Notes and if required by the terms (B) all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of asset sales, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such amounts shall no longer be considered Excess Proceeds for purposes of this Indenture and the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 's Floating Rate Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Floating Rate Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Floating Rate Notes repurchased to the date of purchase, subject to the rights of Holders of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “"Change of Control Payment”"). Within 30 No later than 45 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which Sale and the aggregate amount of Excess Proceeds exceeds $100,000,00045.0 million, within 30 days thereof, the Company will make an Asset Sale Offer offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and if required by the terms (iii) all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders Section 3.09 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an (the "Asset Sale Offer"). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.amount

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchaserepurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 75 days following any Change of Control, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by (an "Asset Sale Offer") pursuant to Section 3.09 of the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount Accreted Value of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchaserepurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 90 days following any Change of Control, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by (an "Asset Sale Offer") pursuant to Section 3.09 of the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the purchase price for aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount Accreted Value of Notes or the Pari Passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company will be required purchase all or a portion of such Holder’s Notes pursuant to make an the offer described in Section 4.15 of the Indenture (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes ), at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing date upon which the Change of Control Offer as required by occurred, the IndentureCompany shall send a written notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. (b) If Subject to Section 4.10(a) of the Indenture, if any Net Cash Proceeds have not been applied as provided in clauses (3)(A), (3)(B) and (3)(C) thereof within the applicable time period or the last provision of this sentence, such Net Cash Proceeds shall be applied by the Company or a such Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will to make an Asset Sale Offer offer to purchase (the “Net Proceeds Offer”) to all Holders of Notes and if and, to the extent required by the terms of any Indebtedness that is pari passu in right of payment with the NotesPari Passu Indebtedness, to holders of such Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the date that triggered the Company’s obligation to purchase make such Net Proceeds Offer, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable) of the Notes and Pari Passu Indebtedness on the date the Net Proceeds Offer is made, the maximum principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of with the Excess Net Proceeds Offer Amount at an offer a price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereofvalue, if less)as applicable) of the Notes and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the date fixed of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of 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 any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the closing of such offer, Net Cash Proceeds thereof shall be applied in accordance with the procedures set forth in Section 4.10 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to (but excluding) the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within No later than 30 days following any Change of Control, the Company will mail send 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company applicable agent shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes issued in global form, in accordance with the applicable procedures of DTC), based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to (but excluding) the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within No later than 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company applicable agent shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes issued in global form, in accordance with the applicable procedures of DTC), based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00020.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) If, following any Event of Loss, within five days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an Event of Loss Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use those Excess Loss Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Event of Loss 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchaserepurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by (an "Asset Sale Offer") pursuant to Section 3.09 of the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, Indenture to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00020.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, except as otherwise provided in the Indenture, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) If, following any Event of Loss, within five days of each date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an Event of Loss Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use those Excess Loss Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, except as otherwise provided in the Indenture, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Event of Loss 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 's Floating Rate Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Floating Rate Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Floating Rate Notes repurchased to the date of purchase, subject to the rights of Holders of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “"Change of Control Payment”"). Within 30 No later than 45 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which Sale and the aggregate amount of Excess Proceeds exceeds $100,000,00045.0 million, within 30 days thereof, the Company will make an Asset Sale Offer offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and if required by the terms (iii) all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders Section 3.09 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an (the "Asset Sale Offer"). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for of purchase, and will be payable in cash. The Company may satisfy the closing of such offer, in accordance foregoing obligations with the procedures set forth in the Indenture. If respect to any Excess Net Proceeds remain after consummation of from an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive making an Asset Sale Offer from the Company with respect to such Net Proceeds prior to any related purchase date and may elect the expiration of the relevant 450 days or with respect to have such Notes purchased by completing the form entitled “Option Excess Proceeds of Holder to Elect Purchase” attached to the Notes.$45.0

REPURCHASE AT THE OPTION OF HOLDER. (a) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 15 days of each date on which the aggregate amount of Excess Proceeds exceeds $12.5 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased with 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 Additional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. (b) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 1,000; provided that no Notes in excess thereofdenominations of $2,000 or less may be repurchased in part) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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. (bc) If After the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days end of each date fiscal year beginning with the fiscal year ending on which the aggregate amount of Excess Proceeds exceeds $100,000,000December 31, 2012, the Company will make an Asset Sale shall determine the amount (the “Excess Cash Flow Offer to all Holders of Notes and if required by the terms of any Indebtedness Amount”) that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.to:

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail or otherwise deliver (including by electronic means) a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company Guarantor consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 and 4.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% percentages corresponding to the applicable optional redemption price in effect on the repurchase date, and for periods prior to November 1, 2021, the first optional redemption price of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offerpurchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Guarantor) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required required, on the terms and subject to the conditions set forth in the Indenture, to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to minimum amounts of $2,000 or an in principal amount and integral multiple multiples of $1,000 in principal amount in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date purchase (the “Change of Control Payment”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date in respect of then outstanding Notes. Within 30 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 Restricted Subsidiary of the Company consummates any an Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000Sale, the Company will make in circumstances specified in the Indenture may be required to commence an offer (an “Asset Sale Offer Offer”) to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets pursuant to Section 4.20 of the Indenture to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds so long as they exceed $7.5 million (less the aggregate amount of all fees and expenses incurred in connection with such Asset Sale Offer and any purchase, prepayment or redemption of any such pari passu Indebtedness) at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, thereon to the date fixed for of purchase, subject to the closing right of such offerHolders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in accordance with all on the procedures terms and subject to the conditions set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of such an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% (or at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased interest thereon to the date of purchasesettlement (the “Change of Control Purchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or before the relevant interest payment date (the “Change of Control Payment”)Purchase Date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder and the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any an Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000Sale, the Company will make in circumstances specified in the Indenture may be required to commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms (i) with respect to Asset Sales that are Collateral Dispositions, all holders of any other Parity Lien Obligations, or (ii) with respect to other Asset Sales, all holders of other Indebtedness that is pari passu in right of payment with the Notes, in each case containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, interest thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect as required by the Indenture. (c) If there is a Triggering Event, the Company will be required to have such Notes purchased by completing the form entitled make an offer (a “Option of Triggering Event Repurchase Offer”) to each Holder to Elect Purchase” attached repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the Notesdate of settlement (the “Triggering Event Purchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Triggering Event Purchase Date (the “Triggering Event Payment”). No later than the Business Day following the occurrence of a Triggering Event, the Company will mail a notice to each Holder and the Trustee setting forth the procedures governing the Triggering Event Repurchase Offer as required by the Indenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder will have the right to require the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Indenture. Pursuant to such offer, the Company will offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest (including Special Interest, if any, ) on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to such date of repurchase (the “Change of Control Payment”). Within 30 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) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, in accordance with Section 3.07(d) of the Indenture, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described in Section 4.15 (a) of the Indenture, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest (including Special Interest, if any) on the Notes that remain outstanding to the date of redemption, subject to the right of the Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date. (c) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which when the aggregate amount of Excess Proceeds exceeds $100,000,00025.0 million, the Company will be required to make an Asset Sale Offer offer to all Holders of the Notes and if required by all holders of Pari Passu Indebtedness containing provisions similar to those set forth in the terms of any Indebtedness that is pari passu in right of payment Indenture with respect to offers to purchase or redeem with the Notes, to holders proceeds of such Pari Passu Indebtednesssales of assets (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), of the Indebtedness to be purchased plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, subject to the closing rights of such offerHolders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture. If any , in the case of the Notes, or in the instruments governing the terms of the Pari Passu Indebtedness, in the case of such Pari Passu Indebtedness; provided, however, that, if the Company is required to apply such Excess Proceeds remain after consummation to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of such Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale OfferOffer is less than the amount that the Company is required to repurchase, the Company may use those Excess Proceeds the difference between such amounts for general corporate purposes, subject to the other covenants contained in purposes not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount that the Company is required by Section 4.10 of Excess Proceedsthe Indenture to repurchase, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tenderedbasis. Upon completion of each Asset Sale Offersuch offer to purchase, the amount of Excess Proceeds will shall be reset at zero. Holders of Notes that are the subject of an offer to 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of o If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder Holder, subject to such Holder’s right to reject such Change of Control Offer, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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) . o If the Company or a Restricted Subsidiary of the Company consummates any Asset SalesSale (other than an Asset Sale of Collateral), within ten Business Days 20 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00025.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes and any Exchange Notes) and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes and any Exchange Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” attached to the Notes. o If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale of any Collateral, within 20 days of each date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company will commence an Asset Sale Offer to all Holders of Notes pursuant to Section 3.10 of the Indenture in an amount equal to the Fair Market Value of the Collateral Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes and any Exchange Notes) tendered pursuant to an Asset Sale Offer is less than the Collateral Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Collateral Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an 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” attached to the Notes. · Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 20 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00025.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interestinterest and Special Interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall (or Depositary) will select the Notes and the Company applicable party shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis (subject to Applicable Procedures), based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. A1-4|| (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchasesettlement (the “Change of Control Purchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase notes as of the Change of Control Purchase Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indentureindenture and described in such notice. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the 361st day after the Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $100,000,00015.0 million, the Company will make an Asset Sale Offer to all Holders of Notes notes, and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, notes containing provisions similar to holders those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtednesssales of assets, to purchase the maximum principal amount of Notes notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for of settlement, subject to the closing right of such offerHolders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to any purpose not otherwise prohibited by the other covenants contained in the Indentureindenture. If the aggregate principal amount of Notes or the Pari Passu notes and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tenderedbasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Fundamental Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Special Interest on the Notes repurchased, if any, on the Notes repurchased to but not including the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date purchase (the “Fundamental Change of Control PaymentRepurchase Date”). Within 30 days following any Change of ControlFundamental Change, the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change Fundamental Change, and providing other information regarding the Fundamental Change. The Company will comply with the requirements of Control Offer as required Rule 13e-4 and Rule 14e-1 under the Exchange Act, including the filing of a Schedule TO if required, and will comply with the requirements of any other federal and state securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes by the Indenture. (b) If Company as a result of a Fundamental Change. On the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000Fundamental Change Repurchase Date, the Company will make an Asset Sale Offer will, to the extent lawful: (1) accept for payment all Holders of Notes and if required by or portions thereof properly tendered pursuant to the terms of any Indebtedness that is pari passu in right of payment Fundamental Change Repurchase Notice, (2) deposit with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in Paying Agent an amount equal to at least $2,000the Fundamental Change Repurchase Payment in respect of all Notes or portions of Notes properly tendered, that may and (3) deliver or cause to be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, delivered to the date fixed for Trustee the closing of such offer, in accordance Notes so accepted together with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Pari Passu Indebtedness surrendered by Company in accordance with the terms of the Indenture. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Fundamental Change Repurchase Payment for such holders thereof exceeds the amount of Excess ProceedsNotes, and the Trustee shall select will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes and the Company shall select such Pari Passu Indebtedness to surrendered, if any; provided that each new Note will be purchased on in a pro rata basis based on the accreted value or principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Fundamental Change Notice on or as soon as practicable after the Fundamental Change Repurchase Date. Notwithstanding anything to the contrary, a Change of Control shall not be deemed to have occurred if either: (1) the last sale price of the Company’s Common Stock for any five Trading Days during the ten Trading Days immediately preceding the Change of Control is at least equal to 105% of the conversion price in effect on such Trading Days or (2) in the case of a merger or consolidation, all of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation constituting the Change of Control consists of shares of Class A common stock, American Depositary Shares or other certificates representing common Equity Interests traded on a United States national securities exchange or quoted on NASDAQ (or which will be so traded or quoted when issued or exchanged in connection with such Change of Control) and as a result of such transaction or transactions the Notes become convertible solely into such shares of Class A common stock or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesother certificates representing Equity Interests.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral A1-3 multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to to, but excluding, the date of purchase, purchase subject to the rights of Holders of Notes Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00015.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment PARI PASSU with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an "ASSET SALE OFFER") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such Pari Passu other PARI PASSU Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, to to, but excluding, the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and other PARI PASSU Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other PARI PASSU Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other PARI PASSU Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zeroPRO 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” "OPTION OF HOLDER TO ELECT PURCHASE" attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms of any Indebtedness that is pari passu in right of payment with the Notes, to holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.the

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company will be required purchase all or a portion of such Holder’s Notes pursuant to make an the offer described in Section 4.15 of the Indenture (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes ), at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing date upon which the Change of Control Offer as required by occurred, the IndentureCompany shall send a written notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. (b) If Subject to Section 4.10(a) of the Indenture, if any Net Cash Proceeds have not been applied as provided in clauses (3)(A), (3)(B) and (3)(C) thereof (the “Net Proceeds Offer Amount”) within the applicable time period or the last provision of this sentence, such Net Cash Proceeds shall be applied by the Company or a such Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000, the Company will to make an Asset Sale Offer offer to purchase (the “Net Proceeds Offer”) to all Holders of Notes and if and, to the extent required by the terms of any Indebtedness that is pari passu in right of payment with the NotesPari Passu Indebtedness, to holders of such Pari Passu Indebtedness, on a date not less than 30 nor more than 45 days following the date that triggered the Company’s obligation to purchase make such Net Proceeds Offer, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable) of the Notes and Pari Passu Indebtedness on the date the Net Proceeds Offer is made, the maximum principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of with the Excess Net Proceeds Offer Amount at an offer a price in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereofvalue, if less)as applicable) of the Notes and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the date fixed of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of 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 any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the closing of such offer, Net Cash Proceeds thereof shall be applied in accordance with the procedures set forth in Section 4.10 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $2,000 100,000 or an integral multiple multiples of $1,000 in excess thereofabove $100,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “"CHANGE OF CONTROL PAYMENT"). Within 10 days following the date on which a Change of Control Payment”). Within 30 days following any Change of Controloccurs, the Company will mail mail, by first-class mail, a notice to each Holder Holder, with a copy to the Trustee, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,0005.0 million, within five days thereof, the Company will make an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, 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 such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, interest thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” " attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased interest to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Antero Midstream Partners will mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company Antero Midstream Partners or a Restricted Subsidiary of the Company Antero Midstream Partners consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00030.0 million, the Company will make Antero Midstream Partners may be required to commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in Section 4.10 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, interest to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company Antero Midstream Partners (or any Restricted Subsidiary) may use those such Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall (subject to the Depositary’s applicable procedures) select the Notes and the Company shall representative of such other pari passu Indebtedness will (subject to the Depositary’s applicable procedures) select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. basis. (c) Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail mail, or cause to be mailed, 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00015.0 million, the Company will make an Asset Sale Offer to (A) all Holders of Notes and if required by the terms (B) all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of asset sales, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem the maximum principal amount of Notes notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such amounts shall no longer be considered Excess Proceeds for purposes of this Indenture and the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or the Pari Passu Indebtedness surrendered by required to be prepaid or redeemed in connection with) such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal amount of the Notes required to be prepaid or such Pari Passu Indebtedness tenderedredeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder Holder, subject to such Holder’s right to reject such Change of Control Offer, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset SalesSale (other than an Asset Sale of Collateral), within ten Business Days 20 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00025.0 million, the Company will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes and any Exchange Notes) and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Special Interest, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If To the extent that the aggregate amount of Notes (including any Excess Proceeds remain after consummation of Additional Notes and any Exchange Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. 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” attached to the Notes. (c) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sale of any Collateral, within 20 days of each date on which the aggregate amount of Collateral Excess Proceeds exceeds $25.0 million, the Company will commence an Asset Sale Offer to all Holders of Notes pursuant to Section 3.10 of the Indenture in an amount equal to the Fair Market Value of the Collateral Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes and any Exchange Notes) tendered pursuant to an Asset Sale Offer is less than the Collateral Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Collateral Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an 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” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will be required to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 's Fixed Rate Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Fixed Rate Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Fixed Rate Notes repurchased to the date of purchase, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “"Change of Control Payment”"). Within 30 No later than 45 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date on which Sale and the aggregate amount of Excess Proceeds exceeds $100,000,00045.0 million, within 30 days thereof, the Company will make an Asset Sale Offer offer to (i) all Holders of Notes (ii) all holders of Indebtedness to be repaid pursuant to Section 4.10(b)(1)(x) of the Indenture and if required by the terms (iii) all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders Section 3.09 of such Pari Passu Indebtedness, the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an (the "Asset Sale Offer"). The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Additional Interest, if any, to the date fixed for of purchase, and will be payable in cash. The Company may satisfy the closing of such offer, in accordance foregoing obligations with the procedures set forth in the Indenture. If respect to any Excess Net Proceeds remain after consummation of from an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive making an Asset Sale Offer from the Company prior with respect to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.Net Proceeds

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased interest thereon to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl or, at the Company’s option, prior to such Change of Control but after public announcement thereof, 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 Restricted Subsidiary of the Company consummates any an Asset Sales, within ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000Sale, the Company will make in circumstances specified in the Indenture may be required to commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interest, if any, interest thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereofof $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 10 days following any Change of Control, the Company Issuers 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 Issuers or a Restricted Subsidiary of the Company Issuers consummates any Asset Sales, within ten Business Days 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00010.0 million, the Company MagnaChip will make commence an Asset Sale Offer offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the Notes, Notes containing provisions similar to holders those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of such Pari Passu Indebtedness, sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, 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 (or accreted value thereof, if less), plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to the date fixed for the closing of such offerpurchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, the Company MagnaChip (or such Restricted Subsidiary) may use those Excess Proceeds such deficiency for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu and other pari passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zerobasis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company will mail a notice to each Holder (or send such notice electronically if DTC is the recipient) setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days five days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00015.0 million, the Company will may be required to make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is pari passu in right of payment with the NotesNotes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to holders of such Pari Passu Indebtednesspurchase, to purchase prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is in an amount equal to at least $2,000, that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered into such holders thereof Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the (except that any Notes or represented by a Global Note will be selected by such Pari Passu Indebtedness tenderedmethod as DTC may require). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to but excluding the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,000100.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is (i) pari passu in right of payment with the NotesNotes and (ii) contemporaneously requires the purchase, to holders prepayment or redemption of such Pari Passu IndebtednessIndebt- edness with the proceeds of sales of assets, in accordance with the Indenture to purchase purchase, prepay or redeem the maximum max- imum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebted- ness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds; provided that (x) to the extent such Excess Proceeds at an resulted from the disposition of Shared Streaming Collateral or any assets of any Streaming Subsidiaries, which as- sets did not constitute Shared Streaming Collateral, only Indebtedness that is secured equally and ratably by the Shared Streaming Collateral shall be considered pari passu with the Notes for these purposes, (y) to the extent such Excess Proceeds resulted from the disposition of Shared Bank Collateral, only Indebtedness that constitutes Bank Pari Passu Obligations shall be considered pari passu with the Notes for these purposes and (z) to the extent such Excess Proceeds resulted from the disposition of any other assets, any senior Indebtedness that is not subordinated to the Notes or the Note Guarantees shall be considered pari passu with the Notes for these purposes. The Excess Pro- ceeds shall be allocated between the Notes and the other pari passu Indebtedness referred to above on a pro rata basis based on the aggregate amount of such Indebtedness then outstanding. The offer price with respect to the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, interest to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain re- main after consummation of an Asset Sale OfferOffer and the contemporaneous offer with respect to any other pari passu Indebtedness contemplated above, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise pro- hibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered in such holders thereof Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocable to the Notes, the Trustee shall will select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on (or, in the accreted value or principal amount case of Notes issued in global form, in accordance with the applicable procedures of DTC). The remainder of the Notes or such Pari Passu Excess Proceeds allocable to the other pari passu Indebtedness tenderedwill be repurchased in a similar manner. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder Hold- er to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 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 Restricted Subsidiary of the Company consummates any Asset Sales, within ten five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $100,000,00050.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and if required by the terms all holders of any other Indebtedness that is (i) pari passu in right of payment with the NotesNotes and (ii) contemporaneously require the purchase, to holders prepayment or redemption of such Pari Passu IndebtednessIndebtedness with the proceeds of sales of assets, in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such Pari Passu other pari passu Indebtedness that is (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in an amount equal to at least $2,000, connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds. The Excess Proceeds at an shall be allocated between the Notes and the other pari passu Indebtedness referred to above on a pro rata basis based on the aggregate amount of such Indebtedness then outstanding. The offer price with respect to the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof (or accreted value thereof, if less)amount, plus accrued and unpaid interest, if any, interest to the date fixed for of purchase, prepayment or redemption, subject to the closing rights of such offerHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale OfferOffer and the contemporaneous offer with respect to any other pari passu Indebtedness contemplated above, the Company may use those Excess Proceeds for general corporate purposes, subject to the other covenants contained in any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by tendered in such holders thereof Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocable to the Notes, the Trustee shall will select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on (or, in the accreted value or principal amount case of Notes issued in global form, in accordance with the applicable procedures of DTC). The remainder of the Notes or such Pari Passu Excess Proceeds allocable to the other pari passu Indebtedness tenderedwill be repurchased in a similar manner. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.