Common use of CHANGE IN CONTROL OFFER Clause in Contracts

CHANGE IN CONTROL OFFER. (i) Upon the occurrence of a Change in Control, each Holder shall have the right to require the Issuer to redeem, repurchase or repay all or any part of such Holder’s Notes (and the Issuer shall have the obligation to so redeem, repurchase and repay such Notes) in accordance with this Section 3.04(f). (ii) Upon the occurrence of a Change in Control, except in the event that the Issuer has already exercised its right to redeem, repurchase or repay the Notes in accordance with this Section 3.04(f)(ii) (and have as of the date of such Change in Control made such redemption, repurchase or repayment in accordance with the terms of the applicable Change in Control Offer), and whether or not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change in Control notify the Agent in writing (and the Agent shall promptly deliver such notice to each Holder in accordance with Section 12.01 of the following (such notification, a “Change in Control Offer”): (A) that a Change in Control has occurred and that such Holder has the right to require the Issuer to jointly and severally redeem, repurchase or repay such Holder’s Notes in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest through the repayment date plus the Change in Control Premium plus any other Obligations then outstanding (the “Change in Control Redemption Amount” and such amount in the aggregate for all such Notes (or parts thereof) accepting such offer under and in accordance with this Section 3.04(f), the “Aggregate Change in Control Redemption Amount”)); (B) the circumstances and relevant facts and financial information regarding such Change in Control; (C) the redemption, repurchase or repayment date (which shall be no earlier than ten (10) Business Days nor any later than twenty (20) Business Days from the date on which the Agent is notified under Section 3.04(f)(ii)) (the “Change in Control Redemption Date”); (D) that unless the Issuer defaults in making the payment, all Notes accepted for redemption, repurchase or repayment pursuant to the Change in Control Offer will cease to accrue interest on the Change in Control Redemption Date; (E) that Holders will be required to notify the Agent of their election in accordance with Section 3.04(f)(iii) below prior to the close of business on the third Business Day preceding the Change in Control Redemption Date; (F) that the Holders whose Notes are being redeemed, repurchased or prepaid only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered promptly upon the surrender thereof. (iii) Each Holder (or its appointee) shall reply to the Agent, pursuant to a writing substantially in the form of Exhibit C (the “Change in Control Election Notice”), indicating that all, part (and, if in part, the amount) or none of such Change in Control Offer is accepted, by no later than 5:00 p.m. (New York, New York time) on the third Business Day immediately preceding the Change in Control Redemption Date; provided, however, that any Holder that fails to provide such Change in Control Election Notice in accordance with the terms hereof shall be conclusively deemed to have accepted such Change in Control Offer in full and shall not be deemed in violation of any provision hereof on account of such failure. (iv) On the Business Day immediately preceding the Change in Control Redemption Date, the Issuer shall: (A) deposit with the Agent an amount of cash equal to the Aggregate Change in Control Redemption Amount; and (B) deliver or cause to be delivered to the Agent (for the benefit of the Agent and the Holders) an officers’ certificate stating the Aggregate Change in Control Redemption Amount and the Change in Control Redemption Amount for each such Note. (v) On each Change in Control Redemption Date, (x) the Agent will promptly wire transfer to each accepting Holder a cash payment in the amount of the Change in Control Redemption Amount corresponding to such Notes and (y) the Issuer will promptly issue and send or cause to be sent to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes, if any. Any Note so accepted for redemption, repurchase or repayment will cease to accrue interest on and after the Change in Control Redemption Date, unless the Issuer defaults in paying the applicable Change in Control Redemption Amount. (vi) The Issuer shall have the right, at its election, to make a Change in Control Offer in advance of a Change in Control if a definitive agreement is in place for the Change in Control at the time of making the Change in Control Offer; provided, however, such Change in Control Offer shall be conditioned upon the occurrence of such Change in Control. (vii) The Change in Control Premium due hereunder shall be calculated by the Agent and such calculation shall be conclusive and final, absent manifest error.

CHANGE IN CONTROL OFFER. (ia) In the event that, pursuant to Section 4.07 hereof, the Company shall commence an offer to all Holders of the Notes to purchase Notes (the "Change in Control Offer"), the Company shall follow the procedures in this Section 3.09. (b) The Change in Control Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 60 calendar days following its commencement (the "Commencement Date") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "Tender Period"). Upon the occurrence expiration of the Tender Period (the "Purchase Date"), the Company shall purchase the principal amount of all of the Notes required to be purchased pursuant to Section 4.07 hereof (the "Offer Amount"). (c) If the Purchase Date is on or after an Record Date and on or before the related Interest Payment Date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender Notes pursuant to the Change in Control Offer. (d) The Company shall provide the Trustee with notice of the Change in Control Offer at least 10 days before the Commencement Date. (e) On or before the 15th day after the Change in Control, the Company or the Trustee (at the expense of the Company) shall send, by first class mail, a notice to each Holder of the Holders, which shall have govern the right terms of the Change in Control Offer and shall state: (i) that the Change in Control Offer is being made pursuant to require the Issuer to redeemthis Section 3.09 and Section 4.07 hereof, repurchase or repay that all or any part of such Holder’s Notes (validly tendered will be accepted for payment and the Issuer shall have length of time the obligation to so redeem, repurchase and repay such Notes) Change in accordance with this Section 3.04(f).Control Offer will remain open; (ii) Upon the occurrence of a Change in Control, except in the event that the Issuer has already exercised its right to redeem, repurchase or repay the Notes in accordance with this Section 3.04(f)(ii) purchase price (and have as of the date of such Change in Control made such redemption, repurchase or repayment in accordance with the terms of the applicable Change in Control Offer), and whether or not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change in Control notify the Agent in writing (and the Agent shall promptly deliver such notice to each Holder determined in accordance with Section 12.01 of 4.07 hereof) and the following (such notificationPurchase Date, a “Change in Control Offer”): (A) that a Change in Control has occurred and that such Holder has the right to require the Issuer to jointly and severally redeem, repurchase or repay such Holder’s all Notes in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest through the repayment date plus the Change in Control Premium plus any other Obligations then outstanding (the “Change in Control Redemption Amount” and such amount in the aggregate tendered will be accepted for all such Notes (or parts thereof) accepting such offer under and in accordance with this Section 3.04(f), the “Aggregate Change in Control Redemption Amount”))payment; (Biii) the circumstances and relevant facts and financial information regarding such Change in Controlthat any Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (Civ) the redemptionthat, repurchase or repayment date (which shall be no earlier than ten (10) Business Days nor any later than twenty (20) Business Days from the date on which the Agent is notified under Section 3.04(f)(ii)) (the “Change in Control Redemption Date”); (D) that unless the Issuer Company defaults in making the paymentpayment of the purchase price, all Notes any Note or portion thereof accepted for redemption, repurchase or repayment payment pursuant to the Change in Control Offer will cease to accrue interest on after the Change in Control Redemption Purchase Date; (Ev) that Holders electing to have a Note or portion thereof purchased pursuant to any Change in Control Offer will be required to notify surrender the Note, with the form entitled "Option of Holder to Elect Purchase upon a Change in Control" on the reverse of the Note completed, to the Paying Agent of their election at the address specified in accordance with Section 3.04(f)(iii) below the notice prior to the close of business on the third Business Day preceding the Change in Control Redemption Purchase Date; (Fvi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, or such longer period as may be required by law, a letter or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Note or portion thereof the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have the Note or portion thereof purchased; (vii) that Holders whose Notes are being redeemed, repurchased or prepaid were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered promptly upon surrendered, which unpurchased portion shall be equal to $1000 or an integral multiple thereof in principal amount; and (viii) the surrender thereof"CUSIP" number of the Notes to be purchased. (iiif) Each Holder (On or its appointee) shall reply prior to the Agent, pursuant to a writing substantially in the form of Exhibit C (the “Change in Control Election Notice”), indicating that all, part (and, if in partPurchase Date, the amount) Company shall irrevocably deposit with the Trustee or none of such Change a Paying Agent in Control immediately available funds an amount equal to the Offer is accepted, by no later than 5:00 p.m. (New York, New York time) on the third Business Day immediately preceding the Change in Control Redemption Date; provided, however, that any Holder that fails Amount to provide such Change in Control Election Notice be held for payment in accordance with the terms hereof shall be conclusively deemed to have accepted such Change in Control Offer in full and shall not be deemed in violation of any provision hereof on account of such failure. (iv) this Section 3.09. On the Business Day immediately preceding the Change in Control Redemption Purchase Date, the Issuer Company shall: (A) deposit with the Agent an amount of cash equal , to the Aggregate Change in Control Redemption Amount; and (B) deliver or cause to be delivered to the Agent (for the benefit of the Agent and the Holders) an officers’ certificate stating the Aggregate Change in Control Redemption Amount and the Change in Control Redemption Amount for each such Note. (v) On each Change in Control Redemption Dateextent lawful, (xi) accept for payment the Agent will promptly wire transfer Notes or portions thereof properly tendered pursuant to each accepting Holder a cash payment in the amount of the Change in Control Redemption Amount corresponding to such Notes and (y) the Issuer will promptly issue and send or cause to be sent to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes, if any. Any Note so accepted for redemption, repurchase or repayment will cease to accrue interest on and after the Change in Control Redemption Date, unless the Issuer defaults in paying the applicable Change in Control Redemption Amount. (vi) The Issuer shall have the right, at its election, to make a Change in Control Offer in advance of a Change in Control if a definitive agreement is in place for the Change in Control at the time of making the Change in Control Offer; provided, however, (ii) deliver or cause the Depositary or Paying Agent to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating such Change in Control Offer shall be conditioned upon the occurrence of such Change in Control. (vii) The Change in Control Premium due hereunder shall be calculated Notes or portions thereof have been accepted for payment by the Agent and such calculation shall be conclusive and final, absent manifest error.Company in accordance with the terms of this Section

CHANGE IN CONTROL OFFER. (ia) In the event that, pursuant to Section 4.07 hereof, the Company shall commence an offer to all Holders of the Notes to purchase Notes (the "Change in Control Offer"), the Company shall follow the procedures in this Section 3.09. (b) The Change in Control Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 60 calendar days following its commencement (the "Commencement Date") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "Tender Period"). Upon the occurrence expiration of the Tender Period (the "Purchase Date"), the Company shall purchase the principal amount of all of the Notes required to be purchased pursuant to Section 4.07 hereof (the "Offer Amount"). (c) If the Purchase Date is on or after an Record Date and on or before the related Interest Payment Date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders who tender Notes pursuant to the Change in Control Offer. (d) The Company shall provide the Trustee with notice of the Change in Control Offer at least 10 days before the Commencement Date. (e) On or before the 15th day after the Change in Control, the Company or the Trustee (at the expense of the Company) shall send, by first class mail, a notice to each Holder of the Holders, which shall have govern the right terms of the Change in Control Offer and shall state: (i) that the Change in Control Offer is being made pursuant to require the Issuer to redeemthis Section 3.09 and Section 4.07 hereof, repurchase or repay that all or any part of such Holder’s Notes (validly tendered will be accepted for payment and the Issuer shall have length of time the obligation to so redeem, repurchase and repay such Notes) Change in accordance with this Section 3.04(f).Control Offer will remain open; (ii) Upon the occurrence of a Change in Control, except in the event that the Issuer has already exercised its right to redeem, repurchase or repay the Notes in accordance with this Section 3.04(f)(ii) purchase price (and have as of the date of such Change in Control made such redemption, repurchase or repayment in accordance with the terms of the applicable Change in Control Offer), and whether or not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change in Control notify the Agent in writing (and the Agent shall promptly deliver such notice to each Holder determined in accordance with Section 12.01 of 4.07 hereof) and the following (such notificationPurchase Date, a “Change in Control Offer”): (A) that a Change in Control has occurred and that such Holder has the right to require the Issuer to jointly and severally redeem, repurchase or repay such Holder’s all Notes in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest through the repayment date plus the Change in Control Premium plus any other Obligations then outstanding (the “Change in Control Redemption Amount” and such amount in the aggregate tendered will be accepted for all such Notes (or parts thereof) accepting such offer under and in accordance with this Section 3.04(f), the “Aggregate Change in Control Redemption Amount”))payment; (Biii) the circumstances and relevant facts and financial information regarding such Change in Controlthat any Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (Civ) the redemptionthat, repurchase or repayment date (which shall be no earlier than ten (10) Business Days nor any later than twenty (20) Business Days from the date on which the Agent is notified under Section 3.04(f)(ii)) (the “Change in Control Redemption Date”); (D) that unless the Issuer Company defaults in making the paymentpayment of the purchase price, all Notes any Note or portion thereof accepted for redemption, repurchase or repayment payment pursuant to the Change in Control Offer will cease to accrue interest on after the Change in Control Redemption Purchase Date; (Ev) that Holders electing to have a Note or portion thereof purchased pursuant to any Change in Control Offer will be required to notify surrender the Note, with the form entitled "Option of Holder to Elect Purchase upon a Change in Control" on the reverse of the Note completed, to the Paying Agent of their election at the address specified in accordance with Section 3.04(f)(iii) below the notice prior to the close of business on the third Business Day preceding the Change in Control Redemption Purchase Date; (Fvi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, or such longer period as may be required by law, a letter or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Note or portion thereof the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note or portion thereof purchased; (vii) that Holders whose Notes are being redeemed, repurchased or prepaid were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered promptly upon surrendered, which unpurchased portion shall be equal to $1000 or an integral multiple thereof in principal amount; and (viii) the surrender thereof"CUSIP" number of the Notes to be purchased. (iiif) Each Holder (On or its appointee) shall reply prior to the Agent, pursuant to a writing substantially in the form of Exhibit C (the “Change in Control Election Notice”), indicating that all, part (and, if in partPurchase Date, the amount) Company shall irrevocably deposit with the Trustee or none of such Change a Paying Agent in Control immediately available funds an amount equal to the Offer is accepted, by no later than 5:00 p.m. (New York, New York time) on the third Business Day immediately preceding the Change in Control Redemption Date; provided, however, that any Holder that fails Amount to provide such Change in Control Election Notice be held for payment in accordance with the terms hereof shall be conclusively deemed to have accepted such Change in Control Offer in full and shall not be deemed in violation of any provision hereof on account of such failure. (iv) this Section 3.09. On the Business Day immediately preceding the Change in Control Redemption Purchase Date, the Issuer Company shall: (A) deposit with the Agent an amount of cash equal , to the Aggregate Change in Control Redemption Amount; and (B) deliver or cause to be delivered to the Agent (for the benefit of the Agent and the Holders) an officers’ certificate stating the Aggregate Change in Control Redemption Amount and the Change in Control Redemption Amount for each such Note. (v) On each Change in Control Redemption Dateextent lawful, (xi) accept for payment the Agent will promptly wire transfer Notes or portions thereof properly tendered pursuant to each accepting Holder a cash payment in the amount of the Change in Control Redemption Amount corresponding to such Notes and (y) the Issuer will promptly issue and send or cause to be sent to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes, if any. Any Note so accepted for redemption, repurchase or repayment will cease to accrue interest on and after the Change in Control Redemption Date, unless the Issuer defaults in paying the applicable Change in Control Redemption Amount. (vi) The Issuer shall have the right, at its election, to make a Change in Control Offer in advance of a Change in Control if a definitive agreement is in place for the Change in Control at the time of making the Change in Control Offer; provided, however, (ii) deliver or cause the Depositary or Paying Agent to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating such Change in Control Offer shall be conditioned upon the occurrence of such Change in Control. (vii) The Change in Control Premium due hereunder shall be calculated Notes or portions thereof have been accepted for payment by the Agent and such calculation shall be conclusive and final, absent manifest error.Company in accordance with the terms of this Section