Common use of Xxxxxxxxxx at Option of Holder Clause in Contracts

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, the Company shall be required to commence a Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders to repurchase all (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to (but excluding) the purchase date in accordance with the procedures set forth in Section 3.09 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence an Asset Sale Offer by applying the Excess Proceeds pursuant to Section 4.12 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.

Xxxxxxxxxx at Option of Holder. (a) In If the event thatCompany or one of its Restricted Subsidiaries consummates any Asset Sales, pursuant to Section 4.18 the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Company shall be required Indenture by applying the Excess Proceeds (an “Asset Sale Offer”) pursuant to commence a Change Section 3.09 of Control Offer upon the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000) of such Holders’ Holder’s Notes at a purchase price price, in cash cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to (but excluding) the Purchase Date. Holders of Notes that are the subject of an offer to purchase date in accordance with the procedures set forth in Section 3.09 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence will receive an Asset Sale Offer or a Change of Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by applying completing the Excess Proceeds pursuant form entitled “Option of Holder to Section 4.12 Elect Purchase” on the reverse of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a "Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on thereon, if any, to the Notes repurchased date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to (but excluding) the purchase date in accordance with each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until when the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $10.0 million. Thereafter, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer by applying the Excess Proceeds Offer") pursuant to Section 4.12 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to (but excluding) the Purchase Date date fixed for the closing of such offer in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply use such deficiency for any purpose not prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of 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" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, the Company shall be required to commence a Change of Control Offer upon Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes shall have the right to require the Company shall make an offer to all Holders to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any (subject to the right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), to the date of purchase or, in the case of repurchases of Notes repurchased prior to the Full Accretion Date, at a purchase price equal to 101% of the Accreted Value thereof on the date of repurchase plus Liquidated Damages thereon, if any (but excluding) subject to the purchase right of Holders of record on the relevant record date in accordance with to receive Liquidated Damages, if any, due on the relevant interest payment date), to such date of repurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until within five days of each date on which the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $5 million. Thereafter, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer by applying the Excess Proceeds Offer") pursuant to Section 4.12 3.09 of the Indenture to purchase the maximum principal amount (or accreted value, as applicable) of Notes (including any Additional Notes) and such other senior Indebtedness of the Company that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof(or accreted value, as applicable) thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to the date of purchase (but excluding) subject to the Purchase Date right of Holders of record on the relevant record date to receive interest and Liquidated Damages, if any, due on the relevant interest payment date), in accordance with the procedures set forth in Section 3.09 the Indenture and such other senior Indebtedness of the IndentureCompany. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or may use such Restricted Subsidiary) may apply such deficiency Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other senior Indebtedness of the Company tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other senior Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, Unless the Company shall be required has previously or concurrently delivered a redemption notice with respect to commence all the outstanding Notes, if a Change of Control Offer upon occurs, each Holder of Notes shall have the occurrence of a Change of Control Triggering Event, right to require the Company shall make an offer to all Holders to repurchase all or any part (equal to US$$2,000 or an integral multiple of US$$1,000 in excess thereof) of such Holders’ that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a purchase price “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interest thereon, to the date of repurchase (the “Change of Control Payment Date”). No later than 30 days following any Change of Control (unless the Company has exercised its right to redeem the Notes), the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Notes repurchased Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to (but excluding) the purchase date in accordance with the procedures set forth required by the Indenture and described in Section 3.09 such notice. (b) Within the later of (x) 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, or, (y) if the Company or such Restricted Subsidiary has entered into a binding commitment or commitments with respect to any of the actions described below within 365 days after the receipt of any Net Proceeds from an Asset Sale, 180 days after entering into such commitment or commitments, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (i) in the case of any Asset Sale by a Subsidiary that is not a Subsidiary Guarantor, to repay Indebtedness of a Subsidiary that is not a Subsidiary Guarantor; (ii) to the extent that such Net Proceeds do not represent proceeds of Collateral, to repay, prepay, defease, redeem, purchase or otherwise retire unsubordinated Indebtedness of the Company or any Subsidiary Guarantor in each case owing to a Person other than the Company or any Affiliate of the Company, but only up to an aggregate principal amount equal to such Net Proceeds to be used to repay Indebtedness pursuant to this clause (ii) multiplied by a fraction, the numerator of which is the aggregate principal amount of such Indebtedness to be repaid, prepaid, defeased, redeemed, purchased or otherwise retired and the denominator of which is the aggregate principal amount of all such Indebtedness plus the aggregate principal amount of outstanding notes, based on amounts outstanding on the date of closing of such Asset Sale; provided that the Company offers to use the remaining Net Proceeds to be used to repay, prepay, defease, redeem, purchase or otherwise retire Indebtedness pursuant to this clause (ii) to make an Asset Sale Offer (as defined below); (iii) to purchase Replacement Assets; provided that to the extent the assets subject to such Asset Sale were Collateral, such newly acquired assets shall also be Collateral; (iv) to the extent that such Net Proceeds represent proceeds of Collateral, to repay, prepay, defease, redeem, purchase or otherwise retire Pari Passu Lien Indebtedness (other than the Notes) (and, in the case of revolving loans and other similar obligations, permanently reduce the commitment thereunder) on a pro rata basis, but only up to an aggregate principal amount equal to such Net Proceeds to be used to repay, prepay, defease, redeem, purchase or otherwise retire Indebtedness pursuant to this clause (iv) multiplied by a fraction, the numerator of which is the aggregate principal amount of such Indebtedness to be repaid, prepaid, defeased, redeemed, purchased or otherwise retired and the denominator of which is the aggregate principal amount of all Pari Passu Lien Indebtedness, based on amounts outstanding on the date of closing of such Asset Sale; provided that the Company offers to use the remaining Net Proceeds to be used to repay, prepay, defease, redeem, purchase or otherwise retire Indebtedness pursuant to this clause (iv) to make an Asset Sale Offer (as defined below); or (v) any combination of the foregoing. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. (bc) If the Company or a Restricted Subsidiary consummates Any Net Proceeds from any Asset Sales, it shall Sale that are not be required to apply any Net Proceeds applied as provided and within the time period set forth in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence an Asset Sale Offer by applying the Excess Proceeds pursuant to Section 4.12 4.10(b) of the Indenture shall be deemed to constitute “Excess Proceeds” and shall, on the next business day following the expiration of such time period, be applied by the Company to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Applicable Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Applicable Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash any Asset Sale Offer shall be equal to 100% of the principal amount thereof, of the Notes and such other Applicable Pari Passu Indebtedness plus accrued and unpaid interestinterest to the date of purchase, if any, to (but excluding) the Purchase Date and shall be payable in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basiscash.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a "Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ each Holder's Notes at a purchase price in cash Purchase Price equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on to the Notes repurchased to (but excluding) the purchase date of repurchase, in accordance with the procedures set forth in Section 3.09 the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If On the 181st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or a of the relevant Restricted Subsidiary consummates any Asset Sales, it shall determines not be required to apply any the Net Cash Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence an relating to such Asset Sale Offer by applying as set forth in clause (3) of the Excess Proceeds pursuant to first paragraph of Section 4.12 4.10 of the Indenture or on the date of consummation of an Excluded Sale (such date, a "Net Proceeds Offer Trigger Date"), the aggregate amount of such Net Cash Proceeds (that have not been applied as set forth in clause (3) of the first paragraph of Section 4.10 of the Indenture on or before such Net Proceeds Offer Trigger Date in the case of any Asset Sale other than an Excluded Sale) (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (a "Net Proceeds Offer") on a Purchase Date not less than 30 nor more than 45 days following the maximum principal applicable Net Proceeds Offer Trigger Date, from all Holders, on a pro rata basis, that amount of Notes (including any Additional Notes) that may be purchased out of equal to the Excess Net Proceeds Offer Amount at an offer a price in cash equal to 100% of the principal amount thereofof the Notes to be purchased, plus accrued and unpaid interestinterest thereon, if any, to the date 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 (but excluding) 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 Purchase Date Net Cash Proceeds thereof shall be applied in accordance with Section 4.10 (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 the Indenture. Upon receiving notice of the IndentureNet Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amount amounts of Notes tendered (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, and the Trustee shall select the tendered Notes to be purchased on a of tendering Holders pro rata basisbased on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a “Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer”) to repurchase all or any part (equal to US$$2,000 or an integral multiple of US$$1,000 in excess thereof) of such Holders’ each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on and Additional Interest, if any, thereon, to the Notes repurchased date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to (but excluding) the purchase date in accordance with each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until when the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $20.0 million. Thereafter, the Company shall commence an offer to all Holders (as “Asset Sale Offer by applying the Excess Proceeds Offer”) pursuant to Section 4.12 4.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Indebtedness of the Company that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redemptions with the proceeds of sales of assets, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Additional Interest, if any, thereon, to (but excluding) the Purchase Date date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) and other indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, the Company shall be required to commence a Change of Control Offer upon Upon the occurrence of a Change of Control Triggering EventControl, the Company shall shall, within 30 days of a change of control, make an offer offer, pursuant to Section 4.18 and the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000) of such Holders’ Holder's Notes at a purchase price price, in cash cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to (but excluding) the purchase date in accordance with the procedures set forth in Section 3.09 of the IndenturePurchase Date. (b) If When the Company aggregate amount of Excess Proceeds from Asset Sales consummated by Holdco or a Restricted Subsidiary consummates any Asset Salesexceeds $20 million (taking into account income earned on such Excess Proceeds, it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafterif any), the Company shall commence make an Asset Sale Offer by applying offer to repurchase (the "Prepayment Offer") the Notes, which offer shall be in the amount of the Allocable Excess Proceeds pursuant (rounded to Section 4.12 of the Indenture nearest $1,000), on a pro rata basis according to principal amount, at a purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, including Special Interest, if any, to the repurchase date (but excluding) subject to the Purchase Date right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with Section 4.13 and the procedures (including prorating in the event of oversubscription) set forth in Section 3.09 of the Indenture. To the extent that any portion of the aggregate amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender their Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than for repurchase in accordance with Section 3.09 of the Excess ProceedsIndenture, the Company (Holdco or such Restricted Subsidiary) Subsidiary may apply use such deficiency remaining amount for any purpose not prohibited permitted by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds , and the amount of Excess Proceeds, the Trustee shall select the Notes Proceeds will be reset to be purchased on a pro rata basiszero.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a “Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer”) to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum denomination of $2,000) of such Holders’ each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on the Notes repurchased and Special Interest, if any, to (but excludingnot including) the date of purchase date in accordance with (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) . If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until when the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $75 million. Thereafter, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer by applying the Excess Proceeds Offer”) pursuant to Section 4.12 3.04 of the First Supplemental Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest thereon to the date fixed for the closing of such offer, if any, to (but excluding) the Purchase Date in accordance with the procedures set forth in Section 3.09 of the this Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply use such deficiency for any purpose not prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis; provided, that if such Notes are in the form of Global Notes, such Notes shall be selected in accordance with the procedures of DTC. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In If the event thatCompany or one of its Restricted Subsidiaries consummates any Asset Sales, pursuant to Section 4.18 the Company may, upon the terms of the Indenture, be required, commence an offer for Notes pursuant to the Company shall be required Indenture by applying the Net Available Cash (an “Asset Sale Offer”) pursuant to commence a Change Section 3.09 of Control Offer upon the Indenture to purchase the Notes at an offer price in cash equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture, all as more fully set forth in the Indenture. (b) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall shall, within 30 days of a change of control, make an offer (a “Change of Control Offer”), pursuant to the procedures set forth in Section 3.09 of the Indenture, to all Holders to repurchase all or any portion (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000) of such Holders’ Holder’s Notes at a purchase price price, in cash cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to (but excluding) the Purchase Date. Holders of Notes that are the subject of an offer to purchase date in accordance with the procedures set forth in Section 3.09 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence will receive an Asset Sale Offer or a Change of Control Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by applying completing the Excess Proceeds pursuant form entitled “Option of Holder to Section 4.12 Elect Purchase” on the reverse of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, the Company shall be required to commence a Change of Control Offer upon Upon the occurrence of a Change of Control Triggering EventControl, the Company shall make an offer to all Holders (a "Change of Control Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus accrued and unpaid interest on and Liquidated Damages thereon, if any, to the Notes repurchased date of repurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to (but excluding) the purchase date in accordance with each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until when the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $5.0 million. Thereafter, the Company shall commence be required to make an offer to all Holders of Notes and all holders of other Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer by applying the Excess Proceeds pursuant to Section 4.12 of the Indenture Offer") to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to (but excluding) the Purchase Date date of purchase, in accordance with the procedures set forth in Section 3.09 of the IndentureIndenture and such other Indebtedness. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or may use such Restricted Subsidiary) may apply such deficiency Excess Proceeds for any purpose not otherwise prohibited by the this Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a "Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ each Holder's Notes at a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if prior to the Full Accretion Date) or 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on and Liquidated Damages thereon, if any, to the Notes repurchased date of purchase (if after the Full Accretion Date) (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company shall mail a notice to (but excluding) the purchase date in accordance with each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any within five days of each date on which the aggregate amount of Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued Offer Amount exceeds US$100.0 $10.0 million. Thereafter, the Company shall commence an Asset Sale Offer by applying the Excess offer to all Holders of Notes (as "Net Proceeds Offer") pursuant to Section 4.12 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Net Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereof, Accreted Value on the date fixed for the closing of such offer plus accrued and unpaid interestLiquidated Damages thereon, if any (if prior to the Full Accretion Date), or 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer (but excluding) if after the Purchase Date Full Accretion Date), in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Net Proceeds Offer is less than the Excess ProceedsNet Proceeds Offer Amount, the Company (or such Restricted Subsidiary) may apply use such deficiency for any purpose not prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, 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 Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, the Company shall be required to commence If there is a Change of Control Offer upon Control, each Holder of the occurrence of Notes will have the right to require the Issuers to make an offer (a "Change of Control Triggering Event, the Company shall make an offer to all Holders Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on and Liquidated Damages thereon, if any, to the Notes repurchased date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a notice to (but excluding) the purchase date in accordance with each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company Issuers or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until within five days of each date on which the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $2.0 million. Thereafter, the Company Issuers shall commence an offer to all Holders of Notes (as "Asset Sale Offer by applying the Excess Proceeds Offer") pursuant to Section 4.12 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, to (but excluding) the Purchase Date date fixed for the closing of such offer in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company Issuers (or such Restricted Subsidiary) may apply use such deficiency for any purpose not prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of 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 Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a "Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple thereof unless all of US$1,000 in excess thereofthe Notes held by a Holder are to be purchased) of such Holders’ each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchasedthereof, plus accrued and unpaid interest on and Liquidated Damages, if any, thereon to the Notes repurchased date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to (but excluding) each Holder describing the purchase date in accordance with transaction that constitutes the Change of Control and setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until within 30 days of each date on which the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $20.0 million. Thereafter, the Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer by applying the Excess Proceeds Offer") pursuant to Section 4.12 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notesequal to an integral multiple of $1,000) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon to (but excluding) the Purchase Date date of purchase, in accordance with the procedures set forth in Section 3.09 the Indenture; provided, however, that, if the Company is required to apply such Excess Proceeds 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 Indentureamount 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 Pari Passu Indebtedness outstanding. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the such Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency use any remaining Excess Proceeds for any purpose purposes not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the such amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased with such available amount of Excess Proceeds). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 If there is a Change of the IndentureControl, the Company shall be required to commence make an offer (a "Change of Control Offer upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders Offer") to repurchase all or any part (equal to US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof) of such Holders’ each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, thereof plus accrued and unpaid interest on interest, if any, to the Notes repurchased date of purchase (in either case, the "Change of Control Payment"). Within 10 days following any Change of Control, the Company shall mail a notice to (but excluding) the purchase date in accordance with each Holder setting forth the procedures set forth in Section 3.09 governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until within five Business Days of each date on which the aggregate amount of Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 $10.0 million. Thereafter, the Company shall commence an offer to all holders of 1997 Notes (an "Asset Sale Offer by applying the Excess Proceeds Offer") pursuant to Section 4.12 3.09 of the Indenture to purchase the maximum principal amount of 1997 Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interestinterest to the date of purchase, if any, to (but excluding) the Purchase Date in accordance with the procedures set forth in Section 3.09 the 1997 Indenture. To the extent that the aggregate amount of 1997 Notes tendered pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds ("Remaining Excess Proceeds") and the sum of (A) such amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be required to make an offer to all Holders of Notes and any other Indebtedness that ranks pari passu with the Notes (including the May 1998 Notes) that, by its terms, requires the Company to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (a "Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes and pari passu Indebtedness that may be purchased out of such Remaining Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) or pari passu Indebtedness tendered pursuant to an a Secondary Asset Sale Offer is less than the Remaining Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency use any Remaining Excess Proceeds for any purpose not prohibited by the Indenturegeneral corporate purposes. If the aggregate principal amount of Notes or pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Remaining Excess ProceedsProceeds in a Secondary Asset Sale Offer, the Company shall repurchase such Indebtedness on a pro rata basis and 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" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) In the event that, pursuant to Section 4.18 of the Indenture, the Company shall be required to commence a Change of Control Offer upon Within 30 days following the occurrence of a Change of Control Triggering Event, the Company shall make an offer to all Holders (a “Change of Control Offer”) to repurchase all or any part (equal to US$$2,000 or an any integral multiple of US$$1,000 in excess thereof) of such Holders’ each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to (but excluding) the purchase date in accordance with the procedures set forth in Section 3.09 of the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, it shall not be required to apply any Net Proceeds in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds US$100.0 million. Thereafter, the Company shall commence an Asset Sale Offer by applying the Excess Proceeds pursuant to Section 4.12 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of settlement (but excludingthe “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. The Trustee shall have no duty to monitor whether a Change of Control Triggering Event has occurred. Within 30 days following any Change of Control Triggering Event, the Company shall mail (or otherwise deliver in accordance with the applicable procedures of the Depositary) a notice of the Purchase Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Fifth Supplemental Indenture. (b) On the 361st day after an Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $50.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.04 of the Fifth Supplemental Indenture, to all Holders, and all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, thereon to the Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in Section 3.09 of the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or may use such Restricted Subsidiary) may apply such deficiency remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness tendered by holders or lenders in such Asset Sale Offer, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basisbasis on the basis of the aggregate accreted value (if issued with original issue discount) or principal amount of tendered Notes and Pari Passu Indebtedness (provided that the selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness) (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or any integral multiple of $1,000 in excess thereof shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.