Common use of Excess Cash Flow Offer Clause in Contracts

Excess Cash Flow Offer. Within 90 days after the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 million, the Company must offer (the "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year at a purchase price in cash equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.

Excess Cash Flow Offer. Within 90 days after If the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was of UOL for any Excess Cash Flow Period is greater than or equal to $2.0 millionzero, the Company must UOL will make an offer (the "an “Excess Cash Flow Offer"”) to all Holders holders of notes to purchase the maximum principal amount of Notes notes (equal to $1.00 or an integral multiple of $1.00 in excess thereof) that may be purchased with 50% out of such Excess Cash Flow for such fiscal year at a purchase price Excess Cash Flow Period, for an amount in cash equal to 101100% of the aggregate principal amount of the Notes to be purchased, thereof plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of such purchase (such amountpurchase, subject to the "Excess Cash Flow Offer Amount", and such rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, the "Excess Cash Flow Offer Purchase Date"); provided, provided that the Excess Cash Flow Offer Amount shall be reduced by the aggregate maximum principal amount of Notes notes required to be purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing (the “Required Amount”) shall be (a) for the Excess Cash Flow Period ending on September 30, 2009, the later lesser of (xi) $20 million and (ii) the day amount of Excess Cash Flow for such Excess Cash Flow Period, and (b) for any Excess Cash Flow Period ending after September 30, 2009, the lesser of (i) $10 million and (ii) the amount of Excess Cash Flow for such Excess Cash Flow Period; provided, further, that is 365 days immediately preceding UOL may, in its sole discretion, increase the amount of any such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"amount of such increase, the “Optional Amount,” and together with the Required Amount, the “Total Amount”). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be is required to surrender be made, UOL will mail a notice to each holder (x) on or before May 15 following any Excess Cash Flow Period ending on March 31 of the Notesame year, with and (y) on or before November 15 following any Excess Cash Flow Period ending on September 30 of the form entitled "Option of Holder same year, offering to Elect Purchase" repurchase notes on the reverse of the Note completed, to the paying agent at the address payment date specified in the offer as a condition notice (the “Excess Cash Flow Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to receiving paymentthe procedures required by the indenture and described in such notice. Promptly after the termination of On the Excess Cash Flow Offer PeriodPayment Date, the Company UOL will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.:

Excess Cash Flow Offer. Within 90 days after the end of each fiscal year of the Company (beginning 90 days after with the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 millionJanuary 2, 2005), the Company must Borrowers will make an offer (to the "Excess Cash Flow Offer") to all Holders Lender to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year (the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Datepurchase. Each Excess Cash Flow Offer will offer shall remain open for a period of 20 business days and no longerBusiness Days, unless a longer period is required by law (law. If the "aggregate amount of Notes tendered pursuant to any Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if offer is less than the Excess Cash Flow Offer Amount has been tenderedAmount, all Notes tendered pursuant the Borrowers may, subject to the other provisions of this Agreement, use any such Excess Cash Flow Offerfor general corporate purposes. Upon receiving notice of the Excess Cash Flow Offeroffer, Holders the Lender may elect to tender their its Notes, in whole or in part, in integral multiples of $1,000 principal amount in exchange for cashCash. If any Excess Cash Flow remains after consummation Any such repurchase of an Excess Cash Flow Offerthe Notes shall include both Company Notes and MSXI Limited Notes on a pro rata basis based upon the aggregate principal amount of the Notes outstanding at the time of such repurchase, unless a Change of Control of MSXI Limited has occurred. Within 20 Business Days prior to the required purchase date, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, shall mail an offer to each Holder, with a copy to the TrusteeLender, which offer will govern the terms of the Excess Cash Flow Offer. Such offer and will state, among other things: - things (1) the purchase price; - (2) the Excess Cash Flow Offer Period; - purchase date, (3) that the Company is Borrowers are making an Excess Cash Flow Offeroffer; - (4) that any Note not tendered Holders whose Notes are purchased only in part will continue be issued new Notes in a principal amount equal to accrue interest; - that unless the Company defaults on the payment unpurchased portion of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Periodsurrendered; and - certain procedures provided that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a each Note purchased pursuant to and each new Note issued shall be in an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option original principal amount of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment$1,000 or integral multiples thereof. Promptly after the termination of the Excess Cash Flow Offer Period, the Company willThe Borrowers shall comply, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principalapplicable, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to an Excess Cash Flow Offerthis Section 5.10. To the extent that the provisions of any securities laws or regulations conflict with the provisions this Section 4.245.10, the Company will Borrowers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's its obligations under this Section 4.24 5.10 by virtue thereof. Notwithstanding anything in this Section 5.10, the repurchase of the Notes by the Borrowers under this Section 5.10 shall not be required if it would breach any covenant under the Senior Credit Facility or the Senior Secured Note Indenture and shall be limited to amounts as provided under the Senior Credit Facility and the Senior Secured Note Indenture, respectively, in each case to the extent the Senior Credit Facility and the Senior Secured Note Indenture is still in effect, as the case may be.

Excess Cash Flow Offer. Within 90 days after (a) On the end last Business Day of September of each fiscal year of year, commencing September 28, 2001, the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which shall calculate its Excess Cash Flow was greater than or equal for the most recently ended fiscal, and certify to the Trustee in writing the calculations to compute such Excess Cash Flow; and if the Company has Excess Cash Flow of at least $2.0 2.5 million, the Company must it shall make an offer (the an "Excess Cash Flow Offer") to all Holders to purchase Notes and prepay Indebtedness outstanding under the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year Term Loan Credit Facility at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase or prepayment; provided that the amount required to be paid by the Company to repurchase such purchase Notes and prepay Indebtedness outstanding under the Term Loan Credit Facility (exclusive of interest) shall be limited to the lesser of (a) $5.0 million and (b) an amount equal to such amountExcess Cash Flow; and provided further that, after satisfying its obligations under Section 4.24, the "Company may, but shall have no obligation to, offer to purchase additional Notes and make additional prepayments of the Indebtedness outstanding under the Term Loan Credit Facility, also at 101% of the aggregate principal amount thereof, plus accrued interest, if any, up to the entire amount of the Excess Cash Flow (if greater than $5.0 million). The Company must commence its Excess Cash Flow Offer Amount", and such date, not later than the "Excess Cash Flow Offer Purchase Date"); provided, that date on which it delivers to the Trustee the certificate computing the Excess Cash Flow Offer Amount shall be reduced by Flow. If the aggregate principal amount purchase price of the Notes purchased in open market purchases during the period ending one day prior (exclusive of interest) tendered pursuant to such Excess Cash Flow Offer Purchase Date and commencing on the later principal amount of (x) Indebtedness under the day that Term Loan Credit Facility to be prepaid is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tenderedFlow, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, then the Company and its Restricted Subsidiaries may use such the remaining Excess Cash Flow for after making any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, required payments pursuant to an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Additional Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note in accordance with Section 4.24 for general corporate purposes not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased prohibited by the Company. Notwithstanding the foregoing, the repurchase terms of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereofIndenture.

Excess Cash Flow Offer. Within 90 one hundred twenty (120) days after the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 millionyear, the Company must offer Issuer will make an Offer to Purchase to all Holders (the "Excess Cash ----------- Flow Offer") to all Holders to purchase the maximum principal amount of Notes that is an ---------- integral multiple of $1,000 that may be purchased with 50% forty percent (40%) of Excess Cash Flow for such fiscal year (the "Excess Cash Flow Offer Amount"), at ----------------------------- a purchase price in cash equal to one hundred one percent (101% %) of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date")Offer; provided, that -------- however, no such offer need be made by Issuer unless the Excess Cash Flow Offer ------- Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Dateexceeds $2,000,000. Each Excess Cash Flow Offer will remain open for a period of 20 business days twenty (20) Business Days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the ----------------------------- termination of the Excess Cash Flow Offer Period, the Company Issuer will purchase and mail or deliver payment (up to for the Excess Cash Flow Offer Amount) Amount for the Notes or portions thereof tendered, pro rata (based on amounts tendered) rata, or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder The principal amount of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note be purchased pursuant to an Excess Cash Flow Offer will may be required reduced by the principal amount of Notes acquired by the Issuer through purchase or redemption (other than pursuant to surrender the Note, with the form entitled "Option a Change of Holder to Elect Purchase" on the reverse of the Note completed, Control Offer or an Amortization Offer) surrendered to the paying agent at Trustee for cancellation. If the address specified in the offer as a condition aggregate amount of Notes tendered pursuant to receiving payment. Promptly after the termination of any Excess Cash Flow Offer is less than the Excess Cash Flow Offer PeriodAmount, the Company willIssuer may, subject to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to other provisions of this Indenture and the Collateral Documents, use any remaining Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principalfor general corporate purposes. The Issuer shall not, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if permit any of its Restricted Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the RCF ability of the Issuer to make an Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of or, if such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To Offer is made, to pay for the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereofNotes tendered for purchase.

Excess Cash Flow Offer. Within 90 days after the end of each fiscal year of (a) If the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which has Excess Cash Flow was greater than or equal to $2.0 millionfor any fiscal year (commencing with fiscal year 2000), the Company must shall make an offer to purchase (the "Excess Cash Flow Offer") on a Business Day (the "Excess Cash Flow Payment Date") not later than 150 days following the end of such fiscal year, from each Holder, up to all Holders to purchase the a maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased with 50% equal to the Holder's Pro Rata Share of such Excess Cash Flow for in such fiscal year at a year. The purchase price in cash (the "Excess Cash Flow Purchase Price") of Notes to be purchased pursuant to the Excess Cash Flow Offer shall be equal to 101103% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Payment Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation Notice of an Excess Cash Flow Offer, Offer shall be given to Holders not less than 30 Business Days before the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, Payment Date and shall be sent by first class mail, postage prepaid, an offer to each Holder, with a copy Holder at his address appearing in the security register on the date of five Business Days prior to the Trustee, which offer date of such notice. The Excess Cash Flow Offer is required to remain open for 20 Business Days and payment pursuant to the Excess Cash Flow Offer will govern be made on the Excess Cash Flow Payment Date. The Excess Cash Flow Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the The Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.also state:

Excess Cash Flow Offer. Within 90 days after (a) If at any time the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 millionAmount is positive, the Company must Issuer shall make an offer to all holders of Notes (the "an “Excess Cash Flow Offer"”) to all Holders to purchase the maximum principal amount of Notes that is an integral multiple of $1,000 that may be purchased with 50% out of an amount equal to twice the Excess Cash Flow for such fiscal year Amount at a purchase an offer price in cash in an amount equal to 101% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest (including an amount of cash equal to all accrued and Additional unpaid PIK Interest); provided, if anyhowever, that the Issuer shall not be obligated to the date of such purchase (such amount, the "make an Excess Cash Flow Offer Amount", and such date, until the "Excess Cash Flow Amount exceeds $5 million. The Issuer shall commence an Excess Cash Flow Offer Purchase Date"); provided, within ten Business Days after the date that the Excess Cash Flow Offer Amount shall be reduced is positive by mailing or electronically transmitting the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is notice required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice terms of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee; provided, which offer will govern however, that the terms of Issuer shall not be obligated to commence an Excess Cash Flow Offer until the Excess Cash Flow OfferAmount exceeds $5 million. Such offer will state, among other things: - To the purchase price; - the Excess Cash Flow Offer Period; - extent that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder aggregate amount of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased tendered pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of is less than the Excess Cash Flow Offer PeriodAmount, the Company willIssuer may use any remaining Excess Cash Flow Amount for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds twice the amount of Excess Cash Flow Amount, the tender agent (or if none, the Trustee) shall select the Notes to be purchased in accordance with Section 4.17(d) in the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant case of Notes. Upon completion of any such Excess Cash Flow Offer, the Issuer shall not be required to commence another Excess Cash Flow Offer until the Excess Cash Flow Offer; - deposit with Amount on the paying agent an amount equal to new determination date exceeds the purchase price in respect Excess Cash Flow Amount that was the subject of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF previously completed Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereofat least $5 million.

Excess Cash Flow Offer. Within 90 days after If on the end last day of each fiscal year of the Company (beginning 90 days after each, a "Measurement Date"), (1) the Company has any Term Loan Indebtedness outstanding, (2) the Company has Excess Cash Flow for the fiscal year ended on such Measurement Date, and (3) after giving effect to any repayment of the Company ending in 2006) for which Term Loan Indebtedness and/or Excess Cash Flow was Offer (assuming the Company purchases the maximum amount of Notes possible in such offer), the sum of the Company's cash, Cash Equivalents and amounts available for borrowing under the revolving portion of its Credit Facilities (after giving effect to any borrowing base limitations) would be equal to or greater than or $38.0 million, then the Company shall, no later than the Excess Cash Flow Offer Date, apply an amount (the "Initial Excess Cash Flow Amount") equal to $2.0 million(a) 75% of the Excess Cash Flow for such fiscal year to prepay, repay, redeem or repurchase (and permanently reduce the commitments under) Term Loan Indebtedness (whether or not required by the terms of the documentation governing such Term Loan Indebtedness), and (b) 25% of the Excess Cash Flow for such fiscal year (or, if less, the Company must amount equal to the difference between (i) 75% of the Excess Cash Flow for such fiscal year and (ii) the amount used to prepay, repay, redeem or repurchase Term Loan Indebtedness pursuant to clause (a) hereof) to make an offer (the an "Excess Cash Flow Offer") to all the Holders of Notes and any other Indebtedness ranking equally with the Notes and having similar provisions requiring the Company to prepay, repay, redeem or repurchase such Indebtedness from Excess Cash Flow to purchase on a pro rata basis in proportion to the maximum respective principal amounts (or accreted value, in the case of Indebtedness other than the Notes issued with original issue discount) of the Notes and such other Indebtedness then outstanding at a Purchase Price in cash equal to 100% of the principal amount (or accreted value, in the case of Indebtedness other than the Notes that may issued with original issue discount) of the Notes or such other Indebtedness to be purchased (the "Excess Cash Flow Purchase Price"), together with 50accrued and unpaid interest thereon to the date fixed for the purchase of the Notes pursuant to such Excess Cash Flow Offer in accordance with the terms of the Indenture. If on any Measurement Date, the Company (1) has no Term Loan Indebtedness outstanding, (2) has Excess Cash Flow for the fiscal year ending on such Measurement Date and (3) after giving effect to any Excess Cash Flow Offer contemplated hereby would have Minimum Liquidity, then the Company shall, no later than the Excess Cash Flow Offer Date, apply an amount (the "Reduced Excess Cash Flow Amount") equal to 25% of the Excess Cash Flow for such fiscal year to make an Excess Cash Flow Offer to the Holders of Notes and such other Indebtedness ranking equally with the Notes and having similar provisions requiring the Company to prepay, repay, redeem or repurchase such Indebtedness from Excess Cash Flow to purchase on a pro rata basis in proportion to the respective principal amounts (or accreted value, in the case of Indebtedness other than the Notes issued with original issue discount) of the Notes and such other Indebtedness then outstanding at a purchase price Purchase Price in cash equal to 101% of the principal amount of the Notes to be purchasedExcess Cash Flow Purchase Price, plus together with accrued and unpaid interest and Additional Interest, if any, thereon to the date fixed for the purchase of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior pursuant to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, accordance with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereofIndenture.

Excess Cash Flow Offer. (a) Within 90 120 days after the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 millionHotel Operating Year, the Company must Issuers shall make an offer to all Holders (the "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that is an integral multiple of $1,000 that may be purchased with 50% of Excess Cash Flow for such fiscal year Operating Year (the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase DateOffer. Each Excess Cash Flow Offer will shall remain open for a period of 20 business days Business Days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will Issuers shall purchase and mail or deliver payment (up to for the Excess Cash Flow Offer Amount) Amount for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder The principal amount of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note be purchased pursuant to an Excess Cash Flow Offer will may be required reduced by the principal amount of Notes acquired by the Issuers through purchase or redemption (other than pursuant to surrender the Note, with the form entitled "Option a Change of Holder to Elect Purchase" on the reverse of the Note completed, Control Offer or an Excess Proceeds Offer) surrendered to the paying agent at the address specified in the offer as a condition to receiving paymentTrustee for cancellation. Promptly after the termination of the Each Excess Cash Flow Offer Periodshall be conducted in compliance with all applicable laws, the Company willincluding, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principalwithout limitation, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 Regulation 14E under the Exchange Act and any the rules thereunder and all other applicable federal and state securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offerlaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.24, 4.20. the Company will Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's their obligations under this Section 4.24 4.20 by virtue thereof. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Issuers to make an Excess Cash Flow Offer or, if such Excess Cash Flow Offer is made, to pay for the Notes tendered for purchase.

Excess Cash Flow Offer. (a) Within 90 100 days after the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) Determination Date for which the Excess Cash Flow was greater than or of PES and its Restricted Subsidiaries for the applicable Excess Cash Flow Offer Determination Period exceeds $2.5 million (the “Excess Cash Flow Offer Threshold”), and to the extent permitted by its Credit Facilities, PES will make an offer in cash in an amount equal to $2.0 million, the Company must offer Excess Cash Flow Offer Amount to purchase Notes (the "an “Excess Cash Flow Offer"”) to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year at a purchase an offer price in cash equal to 101100% of the aggregate principal amount of the Notes to be purchased, thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of such purchase (such amount, the "“Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"Payment”); provided, that the Excess Cash Flow Offer Amount shall be reduced by . If the aggregate principal amount of Notes purchased tendered in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to exceeds the Excess Cash Flow Offer Amount) for , the Trustee will select the Notes or portions thereof tendered, to be purchased on a pro rata (based on amounts tendered) basis, by lot or by such other method as may be required by law, or, if the Trustee deems fair and appropriate. To the extent that the aggregate amount of Notes tendered pursuant to an Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount has been tenderedAmount, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company PES may use such any remaining Excess Cash Flow Amount for any purpose not otherwise prohibited by this the Indenture. Within Upon completion of any such Excess Cash Flow Offer, the time period specified Excess Cash Flow Amount shall be reset at zero; provided that PES will not be deemed to be in default under this covenant for any failure to make an Excess Cash Flow Offer or an Excess Cash Flow Offer Payment by virtue of any adjustment in the immediately preceding paragraph, amount calculated for any Excess Cash Flow Offer Determination Period due to normal year-end accounting adjustments or other changes concurred in by its public accountants; provided further that any such adjustment in the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms calculation of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the for a prior Excess Cash Flow Offer Determination Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant whether positive or negative, shall be carried forward to the next subsequent Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Determination Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.

Excess Cash Flow Offer. Within 90 days after the end of each fiscal year of If the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 million, the Company must offer (the "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year at a purchase price in cash equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraphfiscal year (commencing with fiscal 2001), the Company must send, by first class mail, postage prepaid, shall make an offer to each Holderpurchase on a Business Day not later than 150 days following the end of such fiscal year, with from all Holders of Notes, up to a copy maximum principal amount (expressed as a multiple of $1,000) of Notes equal to (A) the Trustee, which offer will govern the terms Noteholders' Pro Rata Share of the 50% of such Excess Cash Flow Offer. Such offer will statein such fiscal year, among other things: - minus (B) the purchase price; - principal amount of Notes theretofore purchased by the Company in the open market and the principal amount of Notes theretofore redeemed by the Company pursuant to the Indenture and not theretofore credited against the Company's obligation to make an Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the for a prior fiscal year. The purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder price of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note be purchased pursuant to an Excess Cash Flow Offer will shall be required equal to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse 100% of the Note completedprincipal amount thereof, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, plus accrued and the accrued but unpaid interest and Additional Interestthereon, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the CompanyExcess Cash Flow Payment Date. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall will not be required if the RCF to make an Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to for any fiscal year if the consummation amount of such repurchase. The Company will comply with the requirements Excess Cash Flow Offer would be less than $5.0 million (which amount shall be carried forward for purposes of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to determining whether an Excess Cash Flow OfferOffer is required with respect to subsequent fiscal years). To the extent that an Excess Cash Flow Offer is not fully subscribed to by Holders of the provisions of any securities laws or regulations conflict with this Section 4.24Notes, the unsubscribed portion of such Excess Cash Flow may be retained by the Company will comply with and/or used for any purpose, subject to the applicable securities laws and regulations covenants contained in the Indenture, and shall not be deemed to have breached excluded from the Company's obligations under this Section 4.24 by virtue thereofcalculation of Excess Cash Flow for any subsequent period.

Excess Cash Flow Offer. Within 90 days after On the 45th day following the end of each fiscal year of quarter, commencing with the Company (beginning 90 days after quarter ended June 30, 2004, the fiscal year of the Company ending in 2006) for which Parent Guarantor shall calculate its Excess Cash Flow was greater than or equal for the most recently ended fiscal quarter, certify to the Trustee in writing the calculations to compute such Excess Cash Flow, and if the Parent Guarantor has Excess Cash Flow of at least $2.0 million1,000,000, the Company must will make an offer (the an "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year at a purchase price in cash equal to 101100% of the aggregate principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest and Additional Interestinterest, if any, to the date of purchase; provided that the amount required to be paid by the Company to repurchase such purchase (Notes shall be limited to an amount equal to 50% of such amount, the "Excess Cash Flow. The Company must commence its Excess Cash Flow Offer Amount", and such date, not later than the "Excess Cash Flow Offer Purchase Date"); provided, that date on which the certificate computing the Excess Cash Flow Offer Amount shall be reduced by is delivered to the Trustee. If the aggregate principal amount purchase price for the Notes (exclusive of Notes purchased in open market purchases during the period ending one day prior interest) tendered pursuant to such Excess Cash 58 66 Flow Offer Purchase Date is less than the Excess Cash Flow, then the Parent Guarantor and commencing on the later of (x) Restricted Subsidiaries may use the day that is 365 days immediately preceding such remaining Excess Cash Flow Offer Purchase Date and (y) for general corporate purposes not prohibited by the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Dateterms of this Indenture. Each Excess Cash Flow Offer will shall remain open for a period of 20 business days and no longerBusiness Days, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer PeriodPeriod (the "Excess Cash Flow Payment Date"), the Company will shall purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, tendered pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the . If an Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to is required by the Excess Cash Flow Offer. Upon receiving notice terms of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation of an Excess Cash Flow Offerthis Indenture, the Company may use shall commence such remaining Excess Cash Flow for any purpose not otherwise prohibited offer by this Indenture. Within mailing to the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to Trustee and each Holder, with at such Holder's last registered address, a copy to the Trusteenotice, which offer will shall govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things: - the purchase price; - the Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Period; and - certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination of the Excess Cash Flow Offer Period, the Company will, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principal, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.state:

Excess Cash Flow Offer. Within 90 days after Subject to terms and conditions set forth in the end of each fiscal year of Indenture, if the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which has Excess Cash Flow was greater than or equal to $2.0 millionfor any fiscal year (commencing with fiscal year 2000), the Company must shall make an offer to purchase (the "Excess Cash Flow Offer"), on a Business Day (the "Excess Cash Flow Payment Date") not later than 150 days following the end of such fiscal year, from all holders of Senior Subordinated Notes, up to all Holders to purchase the maximum principal amount (expressed as a multiple of $1,000) of Senior Subordinated Notes that may be purchased with 50% equal to the Holder's Pro Rata Share of such Excess Cash Flow for in such fiscal year at a year. The purchase price in cash of Senior Subordinated Notes to be purchased pursuant to the Excess Cash Flow Offer shall be equal to 101103% of the principal amount of the Notes to be purchasedthereof, plus accrued and unpaid interest and Additional Interestthereon, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date"); provided, that the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased in open market purchases during the period ending one day prior to such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Payment Date. Each Excess Cash Flow Offer will remain open for a period of 20 business days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 in exchange for cash. If any Excess Cash Flow remains after consummation Notice of an Excess Cash Flow Offer, the Company may use such remaining Excess Cash Flow for any purpose Offer shall be given to Holders not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of less than 30 Business Days before the Excess Cash Flow OfferPayment Date. Such offer will state, among other things: - the purchase price; - the The Excess Cash Flow Offer Period; - that the Company is making an Excess Cash Flow Offer; - that any Note not tendered will continue required to accrue interest; - that unless the Company defaults on the payment of the purchase price, any Notes accepted remain open for 20 Business Days and payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after be made on the Excess Cash Flow Offer Period; and - Payment Date. Repurchase With Proceeds from Asset Sales. Any Net Cash Proceeds from any Asset Sale that are not used to reinvest in Replacement Assets and/or repay certain procedures that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a Note purchased pursuant to an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse Indebtedness of the Note completed, Company or a Restricted Subsidiary within 360 days after an Asset Sale shall be applied to the paying agent at the address specified in the offer as a condition to receiving payment. Promptly after the termination repurchase of the Excess Notes. When the aggregate amount of unutilized Net Cash Flow Proceeds (the "Net Proceeds Offer PeriodAmount") exceeds $5,000,000, the Company willshall make a Net Proceeds Offer to purchase from all Holders, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent in an aggregate principal amount equal to the Net Proceeds Offer Amount, at a purchase price in respect of all Notes or portions thereof so tendered (including 101cash equal to 100% of principalthe principal amount thereof, and the together with accrued but unpaid interest and Additional Interestinterest, if any, to the date of such purchase); and - deliver or cause . If the aggregate purchase price of Notes surrendered by Holders exceeds the amount equal to the Net Proceeds Offer Amount, the Trustee shall select the Notes to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchaseon a pro rata basis. The Company will comply comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase a Change of Notes pursuant Control Offer to Purchase, an Excess Cash Flow Offer or a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.24, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's obligations under this Section 4.24 by virtue thereof.

Excess Cash Flow Offer. Within 90 days after the end of each fiscal year of the Company (beginning 90 days after with the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 millionJanuary 2, 2005), the Company must Issuers will make an offer (the "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year (the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of such purchase (such amount, the "Excess Cash Flow Offer Amount", and such date, the "Excess Cash Flow Offer Purchase Date")purchase; provided, that however, the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal amount of Notes purchased by the Issuers in the open market purchases during the period ending one day completed prior to the date of such Excess Cash Flow Offer Purchase Date and commencing on the later of (x) the day that is 365 days immediately preceding such Excess Cash Flow Offer Purchase Date and (y) the Excess Cash Flow Offer Purchase Date, if any, immediately preceding such Excess Cash Flow Offer Purchase Dateoffer. Each Excess Cash Flow Offer will offer shall remain open for a period of 20 business days and no longerBusiness Days, unless a longer period is required by law (law. If the "aggregate amount of Notes tendered pursuant to any Excess Cash Flow Offer Period"). Promptly after the termination of the Excess Cash Flow Offer Period, the Company will purchase and mail or deliver payment (up to the Excess Cash Flow Offer Amount) for the Notes or portions thereof tendered, pro rata (based on amounts tendered) or by such other method as may be required by law, or, if offer is less than the Excess Cash Flow Offer Amount has been tenderedAmount, all Notes tendered pursuant the Issuers may, subject to the other provisions of this Indenture, use any such Excess Cash Flow Offerfor general corporate purposes. Upon receiving notice of the Excess Cash Flow Offeroffer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 principal amount in exchange for cash. If any Excess Cash Flow remains after consummation Any such repurchase of an Excess Cash Flow Offerthe Notes shall include both U.S. Notes and U.K. Notes on a pro rata basis based upon the aggregate principal amount of the Notes outstanding at the time of such repurchase, unless a Change of Control of MSXI Limited has occurred. Within 20 Business Days prior to the required purchase date, the Company may use such remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture. Within the time period specified in the immediately preceding paragraph, the Company must send, by first class mail, postage prepaid, Issuers shall mail an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer and will state, among other things: - (1) the purchase price; - (2) the Excess Cash Flow Offer Period; - purchase date, (3) that the Company is Issuers are making an Excess Cash Flow Offeroffer; - (4) that any Note not tendered Holders whose Notes are purchased only in part will continue be issued new Notes in a principal amount equal to accrue interest; - that unless the Company defaults on the payment unpurchased portion of the purchase price, any Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue interest after the Excess Cash Flow Offer Periodsurrendered; and - certain procedures provided that a Holder of Notes must follow to accept the Excess Cash Flow Offer or to withdraw such acceptance. Holders electing to have a each Note purchased pursuant to and each new Note issued shall be in an Excess Cash Flow Offer will be required to surrender the Note, with the form entitled "Option original principal amount of Holder to Elect Purchase" on the reverse of the Note completed, to the paying agent at the address specified in the offer as a condition to receiving payment$1,000 or integral multiples thereof. Promptly after the termination of the Excess Cash Flow Offer Period, the Company willThe Issuers shall comply, to the extent lawful: - accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Cash Flow Offer; - deposit with the paying agent an amount equal to the purchase price in respect of all Notes or portions thereof so tendered (including 101% of principalapplicable, and the accrued but unpaid interest and Additional Interest, if any, to the date of such purchase); and - deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. Notwithstanding the foregoing, the repurchase of Notes by the Company pursuant to this Section 4.24 shall not be required if the RCF Excess Cash Flow Offer Conditions would not be satisfied immediately after giving effect to the consummation of such repurchase. The Company will comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to an Excess Cash Flow Offerthis Section 4.23. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.244.23, the Company will Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached the Company's its obligations under this Section 4.24 4.23 by virtue thereof. Notwithstanding anything in this Section 4.23, the repurchase of the Notes by the Issuers under this Section 4.23 shall not be required if it would breach any covenant under the Credit Agreement and shall be limited to amounts as provided under the Credit Agreement.