Common use of Terms of Notes Clause in Contracts

Terms of Notes. The Note(s) shall be fully amortized over a period of not more than forty-eight (48) months and shall bear interest from the date of delivery at a rate equal to nine percent (9%) per annum or the maximum lawful rate, whichever is less. Anything herein to the contrary notwithstanding, in no event shall the interest rate exceed the maximum rate permitted by law. Principal and interest on the Note(s) shall be payable in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in Section 9.5(a) for delivery of the Note(s), whichever occurs later, and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time after the calendar year of the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against all the remaining installments equally, at the option of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s), the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall have the right to purchase at the sale.

Terms of Notes. The Note(s) shall be fully amortized over a period of not more than forty-eight (48) months and shall bear interest from the date of delivery at a rate equal to nine percent (9%) per annum or the maximum lawful rate, whichever is less. Anything herein to the contrary notwithstanding, in no event shall the interest rate exceed the maximum rate permitted by law. Principal and interest on the Note(s) shall be payable in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in Section 9.5(a12.5(a) for delivery of the Note(s), whichever occurs later, and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time after the calendar year of the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against all the remaining installments equally, at the option of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 12.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s), the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall have the right to purchase at the sale.

Terms of Notes. The Note(sfollowing terms relating to the Notes are hereby established: (1) The Series A Notes shall constitute a series of Securities having the title "10% Series A Senior Subordinated Notes Due 2009." The Series B Notes shall constitute a series of Securities having the title "10% Series B Senior Subordinated Notes Due 2009." (2) The aggregate principal amount of the Series A Notes that may be authenticated and delivered under the Indenture (except for Series A Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series A Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be fully amortized over a period up to $2,000,000,000. The aggregate principal amount of not more than forty-eight the Series B Notes that may be authenticated and delivered under the Indenture (48except for Series B Notes authenticated and delivered upon registration of transfer of or in exchange for or in lieu of, other Series B Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) months and shall be up to $2,000,000,000. (3) The entire outstanding principal of the Notes shall be payable on August 1, 2009 (the "Stated Maturity Date"). (4) The rate at which the Notes shall bear interest shall be 10%; (a) with respect to the Series A Notes, interest shall accrue from the date hereof; (b) with respect to the Series B Notes, the date from which interest shall accrue shall be the date on which interest was most recently paid on the Series A Notes, or if there has been no Interest Payment Date relating to the Series A Notes prior to the issuance of delivery the Series B Notes, interest shall accrue from the date hereof; (c) the Interest Payment Dates for the Notes on which interest will be payable shall be May 1 and November 1 of each year, beginning November 1, 1999; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 with respect to the May 1 Interest Payment Date and October 15 with respect to the November 1 Interest Payment Date; (d) interest on overdue principal and premium, if any, from time to time, shall be at a rate equal to nine percent (9%) of 2% per annum or in excess of the maximum lawful rate then in effect; interest on overdue installments of interest and Special Interest, if any, from time to time, shall be at the same rate, whichever is less. Anything herein to the contrary notwithstandingextent lawful; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months. (5) The place where the principal of (and premium, in no event shall the interest rate exceed the maximum rate permitted by law. Principal if any) and interest, including Special Interest, if any, with respect to and interest on the Note(s) Notes shall be payable in equal quarterly installments commencing three (3) months after and Notes may be surrendered for the Option Event date registration of transfer or ten (10) days after exchange shall be the date specified in Section 9.5(a) for delivery Corporate Trust Office of the Note(sTrustee which, as of this writing, is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration. The place where notices or demands to or upon the Company in respect of the Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee. In addition, payment of interest (including any Special Interest) on any Note may, at the option of the Company, be made by check mailed to the address of the Person in whose name the Note is registered at the close of business on the Regular Payment Date; provided, however, that all payments of principal, and premium (including Special Interest, if any), whichever occurs laterif any, and ending no later than forty-eight interest on the Notes to Holders of which have given wire instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date shall be made by wire transfer to an account maintained by such Holder entitled thereto as specified by such Holder in the instructions. (486) months after Prior to August 1, 2004, the Option Event date, provided that the Note(s) shall Notes will be subject to prepaymentredemption, at the option of the Company, in whole or in part, without penaltyat any time, upon not less than 30 not more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders in amounts of $1,000 or an integral multiple of $1,000, at any time after a redemption price equal to the calendar year greater of (1) 100% of their principal amount or (2) the sum of the sale present values of the Units remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to August 1, 2002, the Company may redeem up to 331/3% in aggregate principal amount of the Affected Member Notes originally issued under the Indenture at a redemption price equal to 110% of the principal amount of the Notes redeemed, together with accrued but unpaid interest (including Special Interest) to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or Deceased Member prior to the Redemption Date) with the net proceeds of one or Deceased Spousemore Public Offerings of Capital Stock (other than Redeemable Interests); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. All prepaid sums On or after August 1, 2004, the Notes shall be applied against the installments thereafter falling due subject to redemption, in inverse order of their maturity whole or against all the remaining installments equallyin part, at the option of the payee. The Note(s) shall provide thatCompany at any time prior to maturity, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders, in any case amounts of default$1,000 or an integral multiple of $1,000, at the election following Redemption Prices, expressed as percentages of principal amount, plus accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on August 1, of each of the holder the entire sum of principal years indicated below: Year Percentage 2004..........................................................105.000 2005..........................................................103.3333 2006..........................................................101.6667 2007 and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder thereafter...........................................100.000% (7) Except as set forth in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s)Supplemental Indenture, the purchasers (other than the Company) Notes shall not be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots redeemable at the option of any Holder thereof, upon the pledgeholderoccurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any mandatory redemption or sinking fund. (8) The Notes shall be issuable in denominations of $1,000. (9) Payments of the principal of, Special Interest, if any, with respect to and interest on the Notes shall be made in U.S. Dollars, and the holder Notes shall be denominated in U.S. Dollars. (10) The Trustee shall also be the Security Registrar and Paying Agent. (11) The entire outstanding principal amount of and any accrued interest, if any, on Notes shall be payable upon declaration of acceleration of the Note(smaturity thereof pursuant to Article 5 of the Indenture. (12) The Notes will be payable on the Stated Maturity Date in an amount equal to the principal amount thereof, Special Interest, if any, plus any accrued and unpaid interest accrued to the Stated Maturity Date. (13) There shall have be the right following additions to purchase at the sale.covenants set forth in the Indenture with respect to the Notes, which shall be effective only for so long as any of the Notes are Outstanding:

Terms of Notes. The Note(s) shall Each Note will: 2.3.1 be fully amortized over substantially in the form attached hereto as Exhibit A; 2.3.2 be issued in a period face amount equal to 100% of not more than forty-eight the Subscription Price paid by the Purchaser; 2.3.3 mature, and be due and payable in full, on the second anniversary of the Closing Date (48) months and shall the “Maturity Date”); 2.3.4 bear interest at the rate of 8% per annum compounded on each July 15 and January 15 during which any portion of principal of the Note shall remain outstanding and bear interest at the rate of 24% per annum upon the occurrence and during the continuance of any Event of Default; 2.3.5 be convertible at any time and from time to time prior to repayment, at the date option of delivery the holder or, under the circumstances described therein, at a rate the option of Issuer, into that number of shares of Common Stock equal to nine percent quotient obtained by dividing (9%a) per annum or the maximum lawful rate, whichever is less. Anything herein to the contrary notwithstanding, in no event shall the interest rate exceed the maximum rate permitted by law. Principal principal and interest on the Note(s) shall be payable in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in Section 9.5(a) for delivery of the Note(s)Note being converted, whichever occurs laterby (b) the conversion price of the Note, which will initially be $0.55 and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepaymentadjustment in certain circumstances as set forth in the Note; 2.3.6 entitle the holder to have Issuer register the Common Stock issuable upon conversion of the Note with the SEC under the Securities Act pursuant to the registration rights agreement (the “Registration Rights Agreement”) to be entered into among Issuer, the Purchasers and the placement agent for the securities contemplated herein, in substantially the form attached hereto as Exhibit B; 2.3.7 be secured, pari passu with all other Notes, as to repayment, by a security interest in all of Issuer’s assets, including its intellectual property rights, which security interest shall be subordinate to the security interest in such assets held by the Bank, but which security interest shall have priority with respect any other person, firm or entity, pursuant to a security agreement, in substantially the form attached hereto as Exhibit C-1, to be given by Issuer to the Collateral Agent in favor of the Purchasers (the “Security Agreement”) and Collateral Assignments of Patents, Trademarks and Copyrights, in substantially the forms attached hereto as Exhibit C-2, Exhibit C-3 and Exhibit C-4, respectively (collectively, the “Collateral Assignments”); 2.3.8 not be prepayable by Issuer without the written consent of the holder; 2.3.9 only be repaid by Issuer, in whole or in part, without penaltypro rata, at any time after the calendar year of the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against based on relative outstanding amounts, with all the remaining installments equally, other outstanding Notes at the option time of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately each such repayment; and 2.3.10 not be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed transferable by the Company and/or the Purchasing Members pursuant to this Purchaser or any subsequent holder, except in accordance with Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s), the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall have the right to purchase at the sale.5.1 hereof..

Terms of Notes. The Note(sfollowing terms relating to the Notes are hereby established: (1) The Notes shall constitute a series of securities having the title “9.50% Senior Subordinated Notes due 2013”. (2) The initial aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture and except for any Notes that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered) shall be fully amortized over $200,000,000. (3) The Initial Notes shall be sold at a period price equal to 100% of not more than forty-eight the principal amount thereof. The entire Outstanding principal of the Notes will become due and payable on June 15, 2013. (484) months The entire Outstanding principal of the Notes will become due and payable on June 15, 2013. (5) The rate at which the Notes shall bear interest from the date of delivery shall be 9.50% per annum. The Notes shall bear interest on overdue principal and interest at a rate equal to nine percent (9%) 2.0% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. The date from which interest will accrue on the Notes will be June 18, 2003 or the maximum lawful ratemost recent Interest Payment Date to which interest has been paid or payment provided for. The Interest Payment Dates for the Notes will be June 15 and December 15 of each year, whichever is lesscommencing December 15, 2003. Anything herein Interest shall be payable on each Interest Payment Date to the contrary notwithstandingholders of record at the close of business on the June 1 or December 1 immediately preceding such Interest Payment Date (each a “Regular Record Date” in respect of the Notes), except that if the Issuer defaults in no event shall the interest rate exceed the maximum rate permitted by law. Principal and a payment of interest on the Note(sNotes, it will pay such defaulted interest to the Persons who are Holders on a Special Record Date in accordance with Section 307 of the Base Indenture. Notwithstanding Section 312 of the Base Indenture (which shall not apply in respect of the Notes), the Issuer shall not have the right to extend any interest payment period hereunder. The basis upon which interest will be calculated shall be that of a 360 day year consisting of twelve 30-day months. (6) The Trustee is hereby designated the Security Registrar and Paying Agent. Except in the case of Notes that are issued in the form of Global Securities, the Issuer will make payments in respect of such Notes at the office of the Paying Agent located at 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and such place shall be designated the “Place of Payment”. All Notes may be surrendered for registration of transfer or exchange at the office of the Security Registrar located at 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. All demands and notices to or upon the Issuer in respect of the Notes may be served at: LodgeNet Entertainment Corporation, 3▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇. Any principal due in respect of the Notes shall be payable in equal quarterly installments commencing three without presentment or surrender thereof. (3A) months At any time prior to June 15, 2006, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 109.50% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of originally issued Notes remains outstanding immediately after the Option Event date or ten occurrence of such redemption (10excluding Notes held by the Issuer and its Subsidiaries); and (ii) the redemption occurs within 90 days after of the date specified in Section 9.5(a) for delivery of the Note(s)closing of such Equity Offering. Except as otherwise provided in the preceding paragraph, whichever occurs laterthe Notes are not redeemable at the Issuer’s option prior to June 15, 2008. On or after June 15, 2008, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and ending no later than forty-eight (48) months after unpaid interest thereon, to the Option Event applicable redemption date, provided if redeemed during the 12-month period beginning on June 15 of the years indicated below: 2008 104.750 % 2009 103.167 % 2010 101.583 % 2011 and thereafter 100.000 % (B) If the Issuer elects to redeem the Notes in accordance with this Paragraph 7, it must furnish to the Trustee, at least 45 days but not more than 75 days before a redemption date, an Officers’ Certificate setting forth: (i) the paragraph of the Notes or the Section of the Indenture pursuant to which the redemption shall occur; (ii) the redemption date; (iii) the principal amount of Notes to be redeemed; and (iv) the redemption price. (C) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption as follows: (i) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or (ii) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed will be selected, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Note(s) Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be subject redeemed. (D) At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to prepaymentbe mailed, by first class mail, a notice of redemption 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 whole connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Sections 401 and 1005 of the Indenture. The notice will identify the Notes to be redeemed and will state: (i) the redemption date; (ii) the redemption price; (iii) if any Note is being redeemed in part, without penaltythe portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; (iv) the name and address of the Paying Agent; (v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (vi) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at any time after least 45 days prior to the calendar year redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. (E) Once notice of redemption is mailed in accordance with the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against all the remaining installments equallypreceding paragraph, at the option of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately be Notes called for redemption become irrevocably due and payable and that on the maker shall pay reasonable attorneys’ fees redemption date at the redemption price. A notice of redemption may not be conditional. (F) Not later than the Business Day prior to the holder in redemption date, the event Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed or purchased on that suit is commenced because of defaultdate. Any promissory note executed The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Company and/or the Purchasing Members pursuant to this Section 9.5 shall be secured by a pledge Issuer in excess of the Units so purchased. The pledgeholder shall amounts necessary to pay the redemption price of and accrued interest on all Notes to be such person as redeemed. (G) If the parties shall mutually agree uponIssuer complies with the provisions of the preceding paragraph, on and after the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment redemption date, interest will cease to accrue on the Note(s)Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related Interest Payment Date, the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash then any accrued and unpaid interest shall be paid to the holder Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the Note(sfailure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Paragraph 5 hereof. (H) Upon surrender of a Note that is redeemed in part, the Issuer will issue and, upon receipt of an Company Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered. (I) The redemption procedures set forth in Paragraphs 7(B) through 7(H) are referred to herein as the “Redemption Procedures”. (8) The Issuer is not required to make any mandatory redemption of (except as provided in Paragraph (9) of this Section 1.1), or sinking fund payments with respect to, the Notes. (9) Upon (x) the occurrence of a Change of Control or (y) if the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer to redeem or repurchase the Notes in accordance with the provisions set forth below: (A) Upon the occurrence of a Change of Control, the Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (i) that the Change of Control Offer is being made pursuant to this Paragraph 9(A) and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a prepayment result of principala Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture (as supplemented hereby) by virtue of such conflict. On the Change of Control Payment Date, the Issuer will, to the extent lawful: (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Company and/or Paying Agent will promptly mail to each Holder of Notes properly tendered the Purchasing Members shall expressly waive demand, notice Change of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholderControl Payment for such Notes, and the holder Trustee 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 Note(sNotes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Paragraph 9(A), but in any event within 90 days following a Change of Control, the Issuer will either repay all outstanding Senior Debt the terms of which require payment upon a Change of Control or otherwise restrict the Issuer’s right to repurchase the Notes or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Paragraph 9(A) (and all dates or periods of time for compliance with this Paragraph 9(A) shall have be determined by reference to the right first to occur of (1) the repayment of all such Senior Debt or the receipt of such consents or (2) such 90th day after the Change of Control). A failure to comply with the covenant described in this paragraph will constitute an Event of Default pursuant to the provision set forth in Section 501(3) of the Indenture (as amended and restated in Paragraph 22(A) of Section 1.1 of this First Supplemental Indenture). Notwithstanding anything to the contrary in this Paragraph 9(A), the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Paragraph 9(A) and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer. (B) If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will commence an offer to all Holders of Notes (an “Asset Sale Offer”) to purchase at the sale.maximum principal amount of Notes (on a pro rata basis with any other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Paragraph 9(B) with respect to offers to purchase or redeem with the proceeds of sales of assets) that may be purchased out of the