Price. Except for the limitations on Incentive Stock Options set forth below, the price at which each Share covered by an Option may be purchased shall be determined in each case by the Administrator and set forth in the Award Agreement. In no event shall the Exercise Price for each Share covered by an Option be less than the Fair Market Value of the Stock on the date the Option is granted. Further, the Exercise Price for each Share covered by an Incentive Stock Option granted to an Employee who then owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company must be at least 110% of the Fair Market Value of the Stock subject to the Incentive Stock Option on the date the Option is granted.

Price. The Exercise Price of a Stock Appreciation Right shall be determined in each case by the Administrator and set forth in the Award Agreement. In no event shall the Exercise Price for a Stock Appreciation Right be less than the Fair Market Value of the Stock on the date the Award is granted.

Price. The purchase price of a share of Stock under each Non-Qualified Stock Option shall be determined by the Board; provided, however, that in no event shall such price be less than the Fair Market Value of a share of Stock as of the Option Date.

Price. The purchase price per Option Share is set forth below.

Price. No SAR granted pursuant to the Plan shall have a price that is less than the Fair Market Value of the Stock on the date the SAR is granted.

The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any securities of the Company, whether to facilitate the sale or resale of the Notes or otherwise, and the Company will, and shall use its commercially reasonable efforts to cause each of its affiliates to, comply with all applicable provisions of Regulation M with respect to any securities of the Company. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Notes or any other reference security pursuant to any exception set forth in Section # of Rule 102, then promptly upon notice from the Representative (or, if later, at the time stated in the notice), the Company will, and shall use its commercially reasonable efforts to cause each of its affiliates to, comply with Rule 102 as though such exception were not available, but the other provisions of Rule 102 (as interpreted by the Commission) did apply.

 Discourage the manipulation of earnings or production solely to enhance personal compensation

in connection with loans of Common Shares made from time to time (including as of the date hereof) in accordance with CVM Instruction No. 441 of November 10, 2006 necessary for the conduction of stabilization activities related to the Brazilian Offering; or

In consideration of the sale of the Acquired Assets to Purchaser, and in reliance upon the representations, warranties, covenants and agreements of Sellers set forth in this Agreement, and upon the terms and subject to the conditions set forth in this Agreement, the purchase price (the “Purchase Price”) for the Acquired Assets shall consist of: # Purchaser’s assumption (or assumption by one or more Purchaser Designee(s)) of the Assumed Liabilities; # a cash payment (the “Closing Date Payment”) equal to the sum of # an amount equal to, and used to pay and discharge, the DIP ABL Obligations (as defined in the DIP Order), plus # an amount equal to, and used to pay and discharge, # the New Money DIP Notes Obligations (the proceeds of which may be borrowed concurrently with the Closing in accordance with the Final DIP Order) and # the administrative claims set forth in [Schedule 3.1(a)], plus # an amount equal to, and used to pay and discharge, the aggregate Cure Amounts for the Assumed Contracts as of the opening of business on the Closing Date, plus # without duplication, an amount equal to, and used to pay and discharge, the administrative claims set forth in [Schedule 3.1(a)] (to the extent not borrowed and paid from proceeds of the New Money DIP Notes Obligations); and # the Credit Bid in an amount equal to $183,470,000 as of the Effective Date (the “Credit Bid Amount”), which Credit Bid Amount shall be comprised of (until such amount is satisfied) first, all Roll-Up Notes Obligations, and second, all Pre-Petition Secured Notes Obligations, in each case, on a ratable basis for each applicable holder of Credit Bid Indebtedness to the extent the Credit Bid Amount includes a portion but not all of New Money DIP Notes Obligations, Roll-Up Notes Obligations or Pre-Petition Secured Notes Obligations, as the case may be. Notwithstanding the foregoing, Purchaser may elect # with the consent of the DIP ABL Agent and the DIP ABL Lenders (each as defined in the DIP Order and to the extent required under the DIP ABL Loan Documents (as defined in the DIP Order)), to assume the DIP ABL Obligations and/or # with the consent of the agent and holders of New Money DIP Notes, to assume the New Money DIP Notes Obligations, in the case of either of the foregoing, # such obligations shall become Assumed Liabilities, # the Closing Date Payment shall be reduced dollar-for-dollar in the amount of the DIP ABL Obligations and/or New Money DIP Notes Obligations and # such assumed DIP ABL Obligations and/or New Money DIP Notes Obligations shall be treated as the equivalent of payment of such DIP ABL Obligations and/or New Money DIP Notes Obligations in cash. To the extent any amounts are borrowed or paid to Sellers for payment of the administrative claims set forth in [Schedule 3.1(a)] and such amounts are not used for such purpose at Closing or immediately following the Closing Date, such amounts shall be returned to Purchaser promptly, and in no event later than three (3) Business Days following the Closing Date.

Exercise Price. Subject to Section 3.4, the Exercise Price shall never be less than 100% of the Fair Market Value of the Shares on the Date of Grant. If a variable Exercise Price is specified at the time of grant, the Exercise Price may vary pursuant to a formula or other method established by the Committee; provided, however, that such formula or method will provide for a minimum Exercise Price equal to the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Option may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Nothing in this Section 5.2(a) shall be construed as limiting the Committee’s authority to grant premium price Stock Options which do not become exercisable until the Fair Market Value of the underlying Shares exceeds a specified percentage (e.g., 110%) of the Exercise Price; provided, however, that such percentage will never be less than 100%.