Common use of Repurchase at the Option of Holders Clause in Contracts

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any timeIn the event that, pursuant to Section 4.07 hereof, the Issuer Issuers shall be required to commence an offer to all Holders to purchase on Notes (a "Repurchase Offer"), and they shall follow the Change procedures specified below. The Repurchase Offer shall remain open for a period of Control 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note Date"), the Issuers shall purchase at a the purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn as determined in accordance with the procedures set forth in such notice. The Change of Control Offer will stateSection 4.07 hereof, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes required to be purchased pursuant to Section 4.07 hereof, in the aggregate (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the principal amount or accreted value related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Pari Passu Debt tendered by each holder)record date, and no additional interest shall be payable to Holders who tender Notes pursuant to such Repurchase Offer. Upon completion the commencement of each such Excess Proceeds a Repurchase Offer, the amount Issuers shall send, by first class mail, a notice to the Trustee and each of Excess Proceeds will the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to such Repurchase Offer. The Repurchase Offer shall be reset made to zero.all Holders. The notice, which shall govern the terms of such Repurchase Offer, shall state:

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds, provided, however, that if an Excess Proceeds Offer to repay or repurchase any Debt of any Restricted Subsidiary of the Issuer is made in accordance with the terms of such Debt, the obligation to permanently reduce Debt of a Restricted Subsidiary will be deemed to be satisfied to the extent of the amount of the Excess Proceeds Offer, whether or not accepted by the holders thereof, and no Excess Proceeds in the amount of such Excess Proceeds Offer will be deemed to exist following such Excess Proceeds Offer. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Upon Changes in Withholding Taxes,” of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million€50,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million(i) for so long as any of the January 2010 Senior Notes remain outstanding, €25,000,000 and (ii) thereafter, €30,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If Upon the occurrence of a Change of Control occurs at any timeControl, each Holder of Notes will have the Issuer shall be required right to offer require the Issuers to purchase on the Change of Control Purchase Date repurchase all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash in an amount (the "Change of Control Payment") equal to 101% of the aggregate principal amount hereof, thereof plus any accrued and unpaid interest, premium interest and Additional AmountsLiquidated Damages thereon, if any, to the date of purchase. Within ten days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Purchase Date and offering to repurchase Notes on the 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 (subject the "Change of Control Payment Date"), pursuant to the rights procedures required by this Indenture and described in such notice. The Issuers 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 the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of record on the relevant record dates Notes to receive interest due on the relevant interest payment date), provided require that the Issuer Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to make a Change of Control Offer if, when upon a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in if a third party makes the Change of Control Offer in the manner, at the times and not withdrawn otherwise in accordance compliance with the procedures requirements set forth in such notice. The this Indenture applicable to a Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required made by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Issuers and purchases all Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount under such Change of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Control Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million(i) for so long as any of the January 2010 Senior Notes remain outstanding, €25,000,000 and (ii) thereafter, €30,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $€1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 £59,000 or an integral multiple of $1,000 £1 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), provided provided, that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 66.01, “Optional Redemption,” or Section 77.01, “Redemption upon Upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 £25 million, the Issuer shall, within 20 Business DaysDays thereafter, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu DebtDebt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a pari passu Lien on such Collateral), to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000£1) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holderholder or by such other method as is customary with the procedures of Euroclear or Clearstream, including the application of a “pool factor” to the nominal amount of each Note). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If Upon the occurrence of a Change of Control occurs at any timeControl, each Holder of Debentures will have the Issuer shall be required right to offer require the Issuers to purchase on the Change of Control Purchase Date repurchase all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note such Holder's Debentures pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash in an amount (the "Change of Control Payment") equal to 101% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to August 1, 2003) or 101% of the aggregate principal amount hereofthereof (if such date of repurchase is on or after August 1, plus any 2003) plus, in each case, accrued and unpaid interest, premium interest and Additional AmountsLiquidated Damages thereon, if any, to the date of purchase. Within ten days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Purchase Date and offering to repurchase Debentures on the 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 (subject the "Change of Control Payment Date"), pursuant to the rights procedures required by this Indenture and described in such notice. The Issuers 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 the Debentures as a result of a Change of Control. On the Change of Control Payment Date, the Issuers will, to the extent lawful, (1) accept for payment all Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Debentures or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Debentures or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Debentures so tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Debenture equal in principal amount at maturity to any unpurchased portion of the Debentures surrendered, if any; provided that each such new Debenture will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of record on the relevant record dates Debentures to receive interest due on the relevant interest payment date), provided require that the Issuer Issuers repurchase or redeem the Debentures in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to make a Change of Control Offer if, when upon a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in if a third party makes the Change of Control Offer in the manner, at the times and not withdrawn otherwise in accordance compliance with the procedures requirements set forth in such notice. The this Indenture applicable to a Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required made by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes Issuers and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt purchases all Debentures validly tendered and not withdrawn by holders thereof exceeds the aggregate amount under such Change of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Control Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any timeTriggering Event occurs, unless the Issuer shall be required Company has exercised its right to offer redeem the Senior Notes, Holders of Senior Notes will have the right to purchase on require the Change of Control Purchase Date Company to repurchase all or any part (equal to $200,000 2,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price their Senior Notes pursuant to the offer described below (the "Change of Control Offer"). In the Change of Control Offer, the Company shall offer payment in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, Senior Notes repurchased plus in each case accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the aggregate principal amount provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such conflicts. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: accept for payment all Senior Notes and any such Pari Passu Debt or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; deposit with the paying agent an Excess Proceeds Offer is less than amount equal to the aggregate amount Change of Excess Proceeds, Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and deliver or cause to be delivered to the Issuer may use Trustee the amount of such Excess Proceeds not used to purchase Senior Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If properly accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount or portions of Excess Proceeds, the Senior Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zerobeing purchased.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Upon Changes in Withholding Taxes,” of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million€50,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $€1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any timeIn the event that, pursuant to Section 4.15 or Section 4.16 hereof, the Issuer Company shall be required to commence an offer to all Holders to purchase on Notes (a "Repurchase Offer"), and they shall follow the Change procedures specified below. The Repurchase Offer shall remain open for a period of Control 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note Date"), the Company shall purchase at a the purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn as determined in accordance with the procedures set forth in such notice. The Change of Control Offer will stateSection 4.15 hereof), among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes required to be purchased pursuant to Section 4.15 hereof, in the aggregate (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the principal amount or accreted value related interest payment date, any accrued and unpaid interest shall be paid to the person in whose name a Note is registered at the close of business on such Pari Passu Debt tendered by each holder)record date, and no additional interest shall be payable to Holders who tender Notes pursuant to such Repurchase Offer. Upon completion the commencement of each such Excess Proceeds a Repurchase Offer, the amount Company shall send, by first class mail, a notice to the Trustee and each of Excess Proceeds will the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to such Repurchase Offer. The Repurchase Offer shall be reset made to zero.all Holders. The notice, which shall govern the terms of such Repurchase Offer, shall state:

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million€50,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $€1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million€50,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time(as defined in the Indenture) occurs, unless the Company has previously or concurrently mailed or otherwise given a redemption notice with respect to all the outstanding Notes pursuant to Section 3.1 of the Indenture, the Issuer shall be required to offer to purchase on Company must commence, within 30 days of the occurrence of a Change of Control Control, and consummate, by the Payment Date, an Offer to Purchase Date for all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note Notes then outstanding, at a purchase price in cash in an amount equal to 101% of the aggregate principal amount hereof, of the Notes repurchased plus any accrued and unpaid interest, premium and Additional Amounts, if anyinterest thereon, to the Change date of Control Purchase Date (repurchase, subject to the rights of Holders of record Notes on the relevant record dates Record Date to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this NoteInterest Payment Date. The Issuer Company shall purchase all Notes properly and timely tendered in pursuant to the Change of Control Offer to Purchase and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will to Purchase shall state, among other things, the procedures that Holders of the Notes must follow to accept the Change Offer to Purchase. In accordance with the Indenture, if, as of Control Offer. When the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds (as defined in the Indenture) totals at least $50.0 75.0 million, the Issuer shallCompany must make, within 20 not later than the fifteenth Business DaysDay of such month, make an offer Offer to purchase (an “Excess Proceeds Offer”) from Purchase to all Holders and from of Notes and, if required by the holders terms of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any all holders of such Pari Passu Debt, to purchase the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt that may be purchased with the amount out of the Excess Proceeds. The offer price as to each Note and in any such Pari Passu Debt will Offer to Purchase shall be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of the Notes and such Note and (solely in the case of other Pari Passu Debt) no greater than 100% Debt plus accrued and unpaid interest to the date of the principal amount purchase (or accreted valueor, as applicable) in respect of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer lesser price as may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited be provided by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value terms of such Pari Passu Debt tendered by each holderDebt). Upon completion , subject to the rights of each such Excess Proceeds OfferHolders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date, the amount of Excess Proceeds will and shall be reset to zeropayable in cash.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that which date shall be no earlier than 30 days nor later than 60 days from the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $50.0 25 million, the Issuer shall, within 20 Business Days, shall be required to make an offer to purchase (an “Excess Proceeds Offer”) from all Holders the Notes and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer , at a redemption price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case case, accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zerorepurchase.

Repurchase at the Option of Holders. If there is a Change of Control occurs at any timeControl, the Issuer Issuers shall be required to make an offer to purchase on the (a "Change of Control Purchase Date Offer") to repurchase all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note each Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required in the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, the Issuers shall (i) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (ii) obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes as provided in Section 4.16 of the Indenture. The Issuers shall first comply with the requirements of the preceding sentence before they shall be required to repurchase Notes pursuant to Section 4.16 of the Indenture. If the Issuers or a Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds accumulated since May 23, 1996 exceeds $5.0 million, the Issuers shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 101100% of the principal amount hereof, thereof plus any accrued and unpaid interest, premium interest and Additional AmountsLiquidated Damages, if any, thereon to the Change date of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchaseIndenture. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Asset Sale Offer is less than the aggregate amount of Excess Proceeds, the Issuer Company may use the amount of such any remaining Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by (subject to the restrictions of the Indenture). If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn surrendered by holders Holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount 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 principal amount or accreted value form titled "Option of such Pari Passu Debt tendered by each holder). Upon completion Holder to Elect Purchase" on the reverse of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zeroNotes.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds the greater of $50.0 million100,000,000 and 1.5% of Total Assets, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Dollar Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds the greater of $50.0 million100,000,000 and 1.5% of Total Assets, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or 2,000 and an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, interest and premium and Additional Amounts, if any, to the Change date of Control Purchase Date purchase (subject to the rights of Holders of record on the relevant record dates Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), provided that which date shall be no earlier than 30 days nor later than 60 days from the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer to Purchase and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer to Purchase will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offeraccept. When If the aggregate amount of Excess Proceeds, ABL Collateral Excess Proceeds or Fleet Collateral Excess Proceeds exceeds $50.0 35.0 million, the Issuer shallmust commence, within 20 not later than the ten Business DaysDays after the ABL Collateral Excess Proceeds, make an offer to purchase (an “Fleet Collateral Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu DebtCollateral Excess Proceeds exceeds $35.0 million, an Offer to Purchase, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt Indebtedness that may be purchased with the amount out of the Excess Proceeds, ABL Collateral Excess Proceeds or Fleet Collateral Excess Proceeds. The offer price as to each Note and in any such Pari Passu Debt Offer to Purchase will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as if applicable) of the Notes and such other Pari Passu Debt, Indebtedness plus in each case accrued and unpaid interest, if any, interest to the date of purchase. To repurchase, subject to the extent that the aggregate principal amount rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date, and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zeropayable in cash.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly ​ ​ ​ and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds the greater of $50.0 million100,000,000 and 1.5% of Total Assets, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any timeIn the event that, pursuant to Section 4.15 or Section 4.16 hereof, the Issuer shall be required to commence an offer to all Holders to purchase on the Change of Control Purchase Date all or any part Notes (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date"Repurchase Offer"), provided that the Issuer shall not be follow the procedures specified below. The Repurchase Offer shall remain open for a xxxxxx xx 00 Xxxxxxxx Xxxx xxxxxxxxx xxs commencement and no longer, except to the extent that a longer period is required to make a Change of Control by applicable law (the "Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all Period"). No later than five Business Days after the termination of the Notes pursuant to Section 6Offer Period (the "Purchase Date"), “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The the Issuer shall purchase all Notes properly and timely tendered in at the Change of Control Offer and not withdrawn purchase price (as determined in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture Section 4.15 or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value4.16, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interesthereof), if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered required to be purchased pursuant to an Excess Proceeds Section 4.15 or 4.16, as applicable, hereof (the "Offer is Amount") or, if less than the aggregate amount Offer Amount has been tendered, all Notes tendered in response to such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the person in whose name a Note is registered at the close of Excess Proceedsbusiness on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to such Repurchase Offer. Upon the commencement of a Repurchase Offer, the Issuer may use shall send, by first class mail, a notice to the amount Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Repurchase Offer, the amount of Excess Proceeds will be reset to zero.shall state:

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds the greater of $50.0 million100,000,000 and 1.5% of Total Assets, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $€1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If Upon the occurrence of a Change of Control occurs at any timeControl, each Holder of Debentures will have the Issuer shall be required right to offer require the Issuers to purchase on the Change of Control Purchase Date repurchase all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note such Holder's Debentures pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash in an amount (the "Change of Control Payment") equal to 101% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to August 1, 2003) or 101% of the aggregate principal amount hereofthereof (if such date of repurchase is on or after August 1, plus any 2003) plus, in each case, accrued and unpaid interest, premium and Additional Amountsinterest thereon, if any, to the date of purchase. Within ten days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Purchase Date and offering to repurchase Debentures on the 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 (subject the "Change of Control Payment Date"), pursuant to the rights procedures required by this Indenture and described in such notice. The Issuers 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 the Debentures as a result of a Change of Control. On the Change of Control Payment Date, the Issuers will, to the extent lawful, (1) accept for payment all Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Debentures or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Debentures or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Debentures so tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Debenture equal in principal amount at maturity to any unpurchased portion of the Debentures surrendered, if any; provided that each such new Debenture will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of record on the relevant record dates Debentures to receive interest due on the relevant interest payment date), provided require that the Issuer Issuers repurchase or redeem the Debentures in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to make a Change of Control Offer if, when upon a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in if a third party makes the Change of Control Offer in the manner, at the times and not withdrawn otherwise in accordance compliance with the procedures requirements set forth in such notice. The this Indenture applicable to a Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required made by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes Issuers and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt purchases all Debentures validly tendered and not withdrawn by holders thereof exceeds the aggregate amount under such Change of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Control Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or 2,000 and an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium premium, and Additional AmountsInterest, if any, any to the Change date of Control Purchase Date purchase (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment dateInterest Payment Date), provided that which date shall be no earlier than 30 days nor later than 60 days from the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer to Purchase and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer to Purchase will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offeraccept. When If the aggregate amount of Excess Proceeds exceeds or Collateral Excess Proceeds totals at least $50.0 35.0 million, the Issuer shallmust commence, within 20 not later than the ten Business Days, make an offer to purchase (an “Days after the Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu DebtCollateral Excess Proceeds exceed $35.0 million, an Offer to Purchase, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt Indebtedness or Pari Passu Lien Obligations that may be purchased with the amount out of the Excess Proceeds or Collateral Excess Proceeds. The offer price as to each Note and in any such Pari Passu Debt Offer to Purchase will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as if applicable) of the Notes and such other Pari Passu Debt, Indebtedness or Pari Passu Lien Obligations plus in each case accrued and unpaid interestinterest and Additional Interest, if any, to the date of purchase. To repurchase, subject to the extent that the aggregate principal amount rights of Holders of Notes on the relevant Record Date to receive interest on the relevant interest payment date, and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zeropayable in cash.

Repurchase at the Option of Holders. If a Change of Control occurs at any time(as defined in the Indenture), the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part of (equal to $200,000 Euro 1,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amountsinterest hereon, if any, to the Change of Control Purchase Date (subject to Date, which date shall be no earlier than 30 days nor later than 60 days from the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When The Guarantor will advance to the Issuer as a prepayment under the Intercompany Receivables an amount of funds sufficient to consummate the Change of Control Offer, and the Issuer's obligation to repurchase the Notes upon a Change of Control will be guaranteed on a subordinated basis by the Guarantor pursuant to the Parent Guarantees. Within five Business Days from the date the aggregate amount of Excess Proceeds exceeds $50.0 million10.0 million (taking into account income earned on such Excess Proceeds, if any), the Issuer shallGuarantor, within 20 Business Daysdirectly or through the Issuer, shall be required to make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu DebtNotes and, to the extent required by the terms thereof, on a pro rata basis, in accordance any other Debt ranking pari passu with the procedures set forth in Notes with similar provisions requiring the Indenture Guarantor or the agreements governing any Issuer to make an offer to purchase such Pari Passu DebtDebt with the proceeds of an Asset Sale, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may which offer shall be purchased with in the amount of the Excess Proceeds. The offer , at a redemption price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, thereof plus in each case accrued and unpaid interestinterest thereon, if any (including Special Interest, if any), to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zeroPurchase Date.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 £100,000 or an integral multiple of $£1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million€50,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $£1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. ​ When the aggregate amount of Excess Proceeds exceeds the greater of $50.0 million100,000,000 and 1.5% of Total Assets, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of the Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment date), Interest Payment Date) provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million(i) for so long as any of the 2007 Senior Notes and the January 2010 Senior Notes remain outstanding, €25,000,000 and (ii) thereafter, €30,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €50,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium interest and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), provided that which date shall be no earlier than 30 days nor later than 60 days from the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 €15.0 million, the Issuer shall, within 20 30 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from Offer to all Holders and from holders of Notes and, at the Issuer’s election, to the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount amount, in the case of the Notes (expressed as a multiple minimum amount of $1,000€50,000 and integral multiples of €1,000 in excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will shall be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus plus, in each case case, accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium interest and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), provided that which date shall be no earlier than 30 days nor later than 60 days from the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 €25.0 million, the Issuer shall, within 20 30 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from Offer to all Holders and from holders of Notes and, at the Issuer’s election, to the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount amount, in the case of the Notes (expressed as a multiple minimum amount of $1,000€100,000 and integral multiples of €1,000 in excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will shall be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus plus, in each case case, accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs (as defined in the Indenture) at any time, the Issuer shall be required to must make an offer to purchase on the (“Change of Control Purchase Date Offer”) to each holder of Notes to repurchase all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereofthereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to to, but not including, the Change of Control Purchase Date (subject to the rights of Holders holders of record on the relevant record dates Record Dates that are prior to the Change of Control Purchase Date to receive interest due on the relevant interest payment dateInterest Payment Date). Unless the Issuer has unconditionally exercised its right to redeem all the Notes in accordance with the Indenture and all conditions to such redemption have been satisfied or waived, provided within 30 days following the date that the Parent Guarantor or any officer, director or manager of the Parent Guarantor becomes aware of any Change of Control, the Issuer shall not be required deliver a notice to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of each Holder setting forth the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in procedures governing the Change of Control Offer as required by the Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.09(b) of the Indenture will constitute “Excess Proceeds.” The Parent Guarantor may also at any time, and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When Parent Guarantor shall within ten Business Days after the aggregate amount of Excess Proceeds exceeds $50.0 €30.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders of Notes and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $€1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess ProceedsProceeds (plus in each case all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith). The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase and Additional Amounts, if any, to the date of purchase, prepayment or redemption. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall will be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder)) or in the manner described in Section 3.02 of the Indenture. For the purposes of calculating the principal amount of any such Debt not denominated in euro, the euro-equivalent principal amount of such Debt shall be calculated based on the relevant currency exchange rate in effect as of the Business Day immediately prior to the date on which the Excess Proceeds Offer is announced. To the extent that any portion of the Net Cash Proceeds payable in respect of the Notes is denominated in a currency other than euro, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in euro that is actually received by the Parent Guarantor upon converting such portion of the Net Cash Proceeds into euro. Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs (as defined in the Indenture) at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 1,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates to receive interest due on the relevant interest payment date), provided that ) which date shall be no earlier than 30 days nor later than 60 days from the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given date notice of its intention to redeem all of the Notes pursuant to Section 6such offer is mailed, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Noteother than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When In accordance with the Indenture, when the aggregate amount of Excess Proceeds exceeds $50.0 25 million, the Issuer shall, within 20 Business Days, shall be required to make an offer to purchase (an “Excess Proceeds Offer”) from all Holders the Notes and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer , at a redemption price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case case, accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zerorepurchase.

Repurchase at the Option of Holders. If a Change of Control occurs at any timeanytime, the Holder of this Note will have the right to require the Issuer shall be required to offer to purchase on the Change of Control Purchase Date repurchase all or any part (equal to $200,000 2,000 or an integral multiple of $1,000 in excess thereof) of this Note at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer shall offer a payment in cash in an amount equal to 101% of the aggregate principal amount hereofof Notes repurchased, plus any accrued and unpaid interest, premium interest and Additional Amounts, if any, on the Notes repurchased to the Change of Control Purchase Date (Date, subject to the rights of Holders of record on the relevant record dates Record Date to receive interest due on the relevant interest payment date), Interest Payment Date; provided that the Issuer shall will not be required to make a Change of Control Offer if, when upon a Change of Control occursif (1) a third party makes the Change of Control Offer in the manner, it has given at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) a notice of its intention redemption has been given pursuant to redeem all paragraph 6 above, unless and until there is a default in payment of the Notes pursuant applicable redemption price. Notwithstanding anything to Section 6the contrary contained herein or in the Indenture, “Optional Redemption,” or Section 7a Change of Control Offer may be made in advance of a Change of Control, “Redemption conditioned upon Changes the consummation of such Change of Control, if a definitive agreement is in Withholding Taxes,” place for the Change of this NoteControl at the time the Change of Control Offer is made. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 20.0 million, within ten Business Days thereof, the Issuer shall, within 20 Business Days, will make an offer (an “Asset Sale Offer”) to all Holders and may make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to other Indebtedness that is secured by a Lien on the extent required by the terms thereof, on a pro rata basis, in accordance Collateral and that is pari passu with the procedures set forth in Notes or any Note Guarantees with respect to offers to purchase, prepay or redeem with the Indenture proceeds of sales of assets or the agreements governing any such Pari Passu Debtevents of loss to purchase, prepay or redeem the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased with the amount purchased, prepaid or redeemed out of the Excess Proceeds. The offer price as to each Note and for the Notes in any such Pari Passu Debt Asset Sale Offer will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debtamount, plus in each case accrued and unpaid interestinterest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. To the extent that the aggregate principal amount of Notes and If any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount remain after consummation of Excess Proceedsan Asset Sale Offer, the Issuer may use the amount of such those Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly other pari passu Indebtedness tendered and not withdrawn by holders thereof into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the aggregate amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee will select the Notes and any such Pari Passu Debt other pari passu Indebtedness, if applicable, to be purchased shall be selected by the Trustee on a pro rata basis (or in the manner provided in the Indenture), based upon on the principal amount of Notes and the principal amount amounts tendered or accreted value of such Pari Passu Debt tendered by each holder)required to be prepaid or redeemed. Upon completion of each such Excess Proceeds Asset Sale Offer, the amount of Excess Proceeds will be reset to at zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 £50,000 or an integral multiple of $1,000 £1 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), provided provided, that the Issuer shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 66.01, “Optional Redemption,” or Section 77.01, “Redemption upon Upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 £25 million, the Issuer shall, within 20 Business DaysDays thereafter, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu DebtDebt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a pari passu Lien on such Collateral), to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000£1) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holderholder or by such other method as is customary with the procedures of Euroclear or Clearstream, including the application of a “pool factor” to the nominal amount of each Note). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million€50,000,000, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $1,0001,000 with respect to the Dollar Notes) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control occurs at any time, the Issuer Issuers or the Parent Guarantor shall be required to offer to purchase on the Change of Control Purchase Date all or any part (equal to $200,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of Holders of record on the relevant record dates Record Dates to receive interest due on the relevant interest payment dateInterest Payment Date), ; provided that the Issuer Issuers and the Parent Guarantor shall not be required to make a Change of Control Offer if, when a Change of Control occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” paragraph 6 or Section 7, “Redemption upon Changes in Withholding Taxes,” paragraph 7 of this Note. The Issuer Issuers shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds the greater of $50.0 million100,000,000 and 1.5% of Total Assets, the Issuer Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a an integral multiple of $€1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of the Notes and the ​ principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.