Common use of Change of Control Offer Clause in Contracts

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the date notice of the Change of Control is mailed to each Holder, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of purchase all or, at the Securities to repurchase all or Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes to be purchased plus accrued and unpaid interest, if any, on the Securities repurchased to Notes purchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at unless the Company’s option, prior Issuer has exercised its right to any Change of Control (defined below), but after public announcement of redeem the transaction that constitutes or may constitute the Change of ControlNotes as described above, the Company Issuer shall mail mail, or cause to be mailed to holders of deliver electronically if held by the Securities Depository, a notice to Holders of Notes, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities purchase the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days 10 and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited will be required to promptly mail or transfer by the Company for such purposewire, to each holder of Securities Holder who properly tendered Notes or portions thereof, the Change of Control Payment purchase price for such SecuritiesNotes or portion thereof, and the Trustee will shall be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the such third party purchases all Securities Notes or portions thereof properly tendered and not withdrawn under its offer. In additionthe event that such third party terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon Triggering Event. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of making of the Change of Control Offer. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.08, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:regulations.

Change of Control Offer. If (a) Upon a Change of Control Triggering Event (defined below) occursControl, unless the Holder shall have the right to require that the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In Note at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, on the Securities repurchased to the date of repurchase (a the “Change of Control PaymentPut Price”) (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b). . (b) Within 30 days five Business Days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing to the transaction that constitutes or may constitute Holder (the “Change of Control Triggering Event Offer”) stating: (i) that a Change of Control has occurred and offering that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase such Securities (subject to the right of the Holder to receive interest due on the relevant interest payment date specified in if prior to the notice, date of repurchase); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which date shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and no regulations) nor later than 60 days from the date such notice is mailed mailed); and (a “Change of Control Payment Date”). The notice shalliv) the instructions reasonably determined by the Company, if mailed prior to the date of consummation of the Change of Controlconsistent with this Section 6.01, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In Holder must follow in order to accept any Change of Control Offerhave this Note purchased. (c) If the Holder elects to have the Note purchased, a holder the Holder shall be required to comply with instructions for tendering contained (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the Company’s notice of such Change of Control Offer as well as at least three Business Days prior to the applicable procedures purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Depositary. On the Change of Control Payment DateHolder, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company for such purpose, will issue to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder Holder a new Security Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any unpurchased portion of such holder’s Securities surrendered. thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall not be required comply, to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerextent applicable, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment Section 14(e) of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with the provisions of this Note relating to Change of Control Offer provisions hereofOffers, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 6.1 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, or, in the case of Notes held in book-entry form, send by electronic transmission a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.12, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.12 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (as defined below) occursherein), unless the Company has exercised its option to redeem the Securities Notes by notifying the noteholders to that effect as provided for hereinin Article Five hereof, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple multiples of $1,000 in excess thereofthat amount) of that holdersuch Holder’s Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities the Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined belowherein), but after public announcement of the transaction that constitutes or may constitute the such Change of Control, the Company shall mail or cause to a notice will be mailed to holders Holders of the Securities a notice Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such that notice is mailed mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the each Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent Trustee, as paying agent, an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Payment Date, Offer and to the Paying Agent shall pay, from funds deposited repurchase by the Company for such purpose, of Notes pursuant to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedOffer have been complied with. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the The Company shall not repurchase any Securities if there has occurred and is continuing on comply with the Change requirements of Control Payment Date an Event of Default Rule 14e-1 under the IndentureSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and any other than a default securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the payment repurchase of the Change Notes as a result of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other such securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall comply with those securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offerthis Section 3.05, the following have the meanings ascribed to them as set forth belowterms shall be applicable:

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless each Holder of the Notes will have the right to require the Company has exercised its option to redeem purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Securities as provided for herein, the Company shall be required to make an offer described below (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities the Notes repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (b) The Company will be required to send a notice to each Holder of the Notes by first-class mail, with a copy to the Trustee, within 30 days following the date upon which any Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control (defined below), but after the public announcement of the transaction that constitutes or may constitute pending Change of Control. The notice will govern the terms of the Change of ControlControl Offer and will describe, the Company shall mail or cause to be mailed to holders of the Securities a notice describing among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the purchase date. The purchase date specified in the notice, which date shall will be no earlier than at least 30 days and but no later more than 60 days from the date such notice is mailed mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. . (c) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: : (i) accept for payment all Securities properly tendered Notes or portions of such Securities properly tendered pursuant to the Change of Control Offer; Notes not validly withdrawn; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of required payment for all Securities properly tendered Notes or portions of such Securities properly tenderedNotes not validly withdrawn; and and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with repurchased Notes, accompanied by an Officers’ Officer’s Certificate stating stating, among other things, the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail repurchased Notes. (or cause to be transferred by book-entryd) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will not be required to make a Change of Control Offer with respect to the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event Offer. (e) The Company will comply with the requirements of Default Rule 14e-1 under the IndentureExchange Act, and any other than securities laws and regulations thereunder, to the extent those laws and regulations are applicable, in connection with the repurchase of Notes as a default in the payment result of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other such securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of purchase all or, at the Securities to repurchase all or Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchasedNotes to be purchased, plus accrued and unpaid interest, if any, on the Securities repurchased to Notes purchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at unless the Company’s option, prior Issuer has exercised its right to any Change of Control (defined below), but after public announcement of redeem the transaction that constitutes or may constitute the Change of ControlNotes as described above, the Company Issuer shall mail mail, or cause to be mailed to holders of deliver electronically if held by the Securities Depository, a notice to Holders, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities purchase the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days 10 and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited will be required to promptly mail or transfer by the Company for such purposewire, to each holder of Securities Holder who properly tendered Notes or portions thereof, the Change of Control Payment purchase price for such SecuritiesNotes or portion thereof, and the Trustee will shall be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party such Person purchases all Securities Notes or portions thereof properly tendered and not withdrawn under its offer. In additionthe event that such Person terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon Triggering Event. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of the making of the Change of Control Offer. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.08, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:regulations.

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Lender shall have the Company has exercised its option right to redeem require that the Securities as provided for herein, the Company shall be required to make an offer (Borrower prepay such Lender’s Loans at a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of Securities repurchasedprepayment (subject to the right of Lenders to receive interest on the relevant Interest Payment Date), in accordance with the terms contemplated in Section 2.6(b). In the event that at the time of such Change of Control the terms of the Senior Secured Loan Facilities restrict or prohibit the prepayment of Loans pursuant to this Section, then prior to the mailing of the notice to Lenders provided for in Section 2.6(b) below but in any event within 30 days following any Change of Control, the Borrower shall, unless otherwise agreed by the Supermajority Lenders, (i) repay in full all such Senior Secured Loans and terminate the Senior Secured Loan Agreement or (ii) obtain the requisite consent under the Senior Secured Loan Facilities to permit the prepayment of the Loans as provided for in Section 2.6(b). (b) Within 30 days following any Change of Control, the Borrower shall mail a notice to the Administrative Agent (which shall promptly inform each Lender) (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that each Lender has the right to require the Borrower to prepay such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof on the date of prepayment, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase prepayment (a “Change subject to the right of Control Payment”Lenders to receive interest on the relevant Interest Payment Date). Within 30 days following any Change of Control Triggering Event or, at ; (ii) the Company’s option, prior to any circumstances and relevant facts regarding such Change of Control (defined below)including information with respect to pro forma historical income, but cash flow and capitalization, in each case after public announcement of the transaction that constitutes or may constitute the giving effect to such Change of Control, ); (iii) the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the prepayment date specified in the notice, (which date shall be no earlier than 30 10 days and no nor later than 60 30 days from the date such notice is mailed mailed); and (iv) the instructions, as determined by the Borrower, consistent with this Section, that a “Lender must follow in order to have its Loans prepaid. (c) Lenders electing to have a Loan prepaid will be required to execute an appropriate form duly completed, to the Administrative Agent. Lenders will be entitled to withdraw their election if the Administrative Agent receives not later than three Business Days prior to the prepayment date, a facsimile transmission or letter setting forth the name of the Lender, the principal amount of Loans which was requested to be prepaid by the Lender and a statement that such Lender is withdrawing its election to have such Loans prepaid. (d) On the prepayment date, the Borrower shall prepay the Loans of all Lenders who accept the Change of Control Payment Date”). The notice shallOffer at a prepayment price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if mailed prior any, to the date of consummation prepayment. (e) Notwithstanding the foregoing provisions of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Datethis Section, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company Borrower shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if (i) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section applicable to a Change of Control Offer made by the Company Borrower and the third party purchases prepays all Securities properly tendered Loans as to which offers for prepayment have been validly accepted and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the such Change of Control Offer provisions hereof, or (ii) the Company shall comply with those securities laws and regulations and shall not be deemed Borrower optionally prepays the Loans pursuant to have breached its obligations under Section 2.5 prior to the applicable Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:prepayment date.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes of either series, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or or, at the Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes of such series pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes to be purchased plus accrued and unpaid interest, if any, on the Securities repurchased to Notes repurchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at with respect to the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlNotes, the Company Issuer shall mail or cause to be mailed to holders of the Securities a notice to Holders of each series of Notes, with a copy to the Trustee for such series of Notes, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities series of Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes of each series properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes of each series properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes of each series being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall will be required to promptly pay, from funds deposited by the Company for such purpose, to each holder of Securities Holder who properly tendered Notes, the Change of Control Payment purchase price for such SecuritiesNotes, and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company us and the such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In additionthe event that such third party terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon a Change of Control Triggering Event. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this compliance.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or or, at the Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes to be purchased plus accrued and unpaid interest, if any, on the Securities repurchased to Notes repurchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at unless the Company’s option, prior Issuer has exercised its right to any Change of Control (defined below), but after public announcement of redeem the transaction that constitutes or may constitute the Change of ControlNotes as described above, the Company Issuer shall mail mail, or cause to be mailed to holders of deliver electronically if held by the Securities Depository, a notice to Holders of Notes, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited will be required to promptly mail or transfer by the Company for such purposewire, to each holder of Securities Holder who properly tendered Notes or portions thereof, the Change of Control Payment purchase price for such SecuritiesNotes or portion thereof, and the Trustee will shall be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the such third party purchases all Securities Notes or portions thereof properly tendered and not withdrawn under its offer. In additionthe event that such third party terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon Triggering Event. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of making of the Change of Control Offer. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.14, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:regulations.

Change of Control Offer. (a) If a Change of Control Triggering Repurchase Event (defined below) occurs, unless the Company has exercised its option right to redeem all of the Securities as provided for herein, Senior Notes on or prior to the Company shall be required to make an offer (a “date that is 30 days following such Change of Control Offer”) Repurchase Event, each Holder will have the right to each holder of require the Securities Company to repurchase all or any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of that holdersuch Holder’s Securities on Senior Notes (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment ”) at a purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased, the Senior Notes plus accrued and unpaid interest, if any, on the Securities repurchased to to, but excluding, the date of repurchase (a subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). ; provided that after giving effect to the repurchase, any notes that remain outstanding shall have a denomination of $2,000 or integral multiples of $1,000 in excess thereof. (b) Within 30 days following any Change of Control Triggering Event Repurchase Event, or, at the Company’s option, prior to any Change of Control (defined below), but after any public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company shall has exercised its right to redeem all of the Senior Notes, the Company will mail with a copy to the Trustee or cause the Trustee to be mailed to holders mail a notice by first-class mail (or otherwise deliver in accordance with the applicable procedures of the Securities Depository) to each Holder, stating: (i) that such Change of Control Repurchase Event has occurred (or, in the case of a notice describing provided prior to a Change of Control but after a public announcement of the transaction that constitutes or may constitute the a Change of Control, that such Change of Control Triggering Repurchase Event is expected to occur) and offering that such Holder has the right to require the Company to repurchase such Securities Holder’s Senior Notes at a purchase price in cash equal to 101% of the outstanding principal amount of the Senior Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); (ii) the date specified in the notice, of repurchase (which date shall be no earlier than 30 15 days and no nor (except to the extent that such notice is conditioned on the occurrence of the Change of Control Repurchase Event) later than 60 days from the date the Change of Control Offer is mailed, other than as may be required by law), which date, in a notice conditioned on the occurrence of a Change of Control Event, may be designated by reference to the date that such notice condition is mailed satisfied, rather than a specific date (a the “Change of Control Payment Date”). The ; (iii) the procedures determined by the Company, consistent with the Indenture, that a holder must follow in order to have its notes repurchased; and the notice shallwill, if mailed or otherwise delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring occurring. (c) If the Change of Control Payment Date is on or prior after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Payment Date. Offer. (d) The Company will not be required to make the Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, 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 Company and repurchases all Senior Notes validly tendered and not withdrawn under the Change of Control Offer. (e) In order to accept connection with any Change of Control OfferOffer for the Senior Notes, a holder shall be required to comply with instructions for tendering contained if Holders of not less than 90% in aggregate principal amount of the outstanding Senior Notes validly tender and do not withdraw such Senior Notes in such tender offer and the Company’s , or any third party making such tender offer in lieu of the Company as described above, purchases all such Senior Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 but not more than 60 days’ notice mailed, or delivered electronically if such notes are held by DTC, by the Company to each holder of such Senior Notes (provided, that such notice is given not more than 30 days following the repurchase date pursuant to such Change of Control Offer as well as Offer), to redeem all the Senior Notes that remain outstanding following such purchase at a price in cash equal to 101% of the outstanding principal amount of the Senior Notes plus accrued and unpaid interest, if any, to, but excluding, the applicable procedures Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (f) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act in connection with the repurchase of Senior Notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Depositary. Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict. (g) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: : (i) accept for payment all Securities Senior Notes or portions of such Securities Senior Notes (equal to $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not properly withdrawn pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Senior Notes or portions of such Securities properly Senior Notes so tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities properly Senior Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Senior Notes or portions of such Securities Senior Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited repurchased by the Company for such purpose, to each holder of Securities properly tendered Company. (h) For the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offerthis Section, the following terms have the meanings ascribed to them as set forth belowfollowing meanings:

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Securities of a series, unless the Company has exercised its option right to redeem the Securities as provided for hereinof such series, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder Holder of the Securities of that series to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth herein. In at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to to, but not including, the date of repurchase purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a “Change denomination of Control Payment”)$2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following any the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control (defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company shall mail or cause has exercised its right to be mailed redeem the Securities of the relevant series pursuant to holders any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a notice copy to the Trustee describing the transaction or transactions that constitutes constitute or may constitute the a Change of Control Triggering Event and offering to repurchase purchase the Securities of such Securities series on the date specified in the notice, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed delivered (a other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice shallmay, if mailed delivered prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained Date specified in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the each Change of Control Payment Date, the Company shallwill, to the extent lawful: : (ia) accept for payment all Securities or portions of such the Securities properly tendered pursuant to the applicable Change of Control Offer; ; (iib) deposit with the Paying Agent an amount equal to the Change change of Control Payment control payment in respect of all Securities or portions of such Securities properly tenderedtendered pursuant to the applicable Change of Control Offer; and and (iiic) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchasedpurchased. On The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Securities properly tendered and not withdrawn under its offer. In additionIf Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company shall will have the right, upon not repurchase any Securities if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment Date an Event Offer described above, to redeem all Securities of Default under the Indenture, other than such series that remain outstanding following such purchase at a default redemption price in the payment cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Payment Offer with respect to the Securities upon a Change of Control Triggering Event. To the extent that the requirements Event may be waived or modified in respect of Rule 14e-1 under the each applicable series of Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase written consent of the Holders of a majority in principal amount of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:series then outstanding.

Change of Control Offer. If a Change of Control Triggering Event (defined belowa) occursIn the event that, unless the Company has exercised its option pursuant to redeem the Securities as provided for hereinSection 4.08 hereof, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In commence a Change of Control Offer, the Company shall follow the procedures in this Section 3.08. (b) The Change of Control Offer shall remain open for a period specified by the Company which shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued no less than 30 calendar days and unpaid interest, if any, no more than 40 calendar days following its commencement on the Securities repurchased to the date of repurchase the mailing of notice in accordance with Section 4.08(b) hereof (the “Commencement Date”), except to the extent that a longer period is required by applicable law (the “Change of Control PaymentTender Period”). Within 30 days following any Change of Control Triggering Event or, at Upon the Company’s option, prior to any Change of Control (defined below), but after public announcement expiration of the transaction that constitutes or may constitute Tender Period (the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior the Company shall purchase the principal amount of Securities required to be purchased pursuant to Section 4.08 hereof (the “Offer Amount”). (c) If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest, to the related interest payment date will be paid to the person in whose name a Security is registered at the close of consummation business on such record date, and no additional interest, will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer. (d) The Company shall provide the Trustee with written notice of the Change of ControlControl Offer at least 10 Business Days before the Commencement Date. (e) On or before the Commencement Date, state that the offer Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to purchase is conditioned on each of the Securityholders, which shall govern the terms of the Change of Control Triggering Event occurring Offer and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 3.08 and Section 4.08 hereof and that all Securities tendered will be accepted for payment; (ii) the purchase price (as determined in accordance with Section 4.08 hereof), the length of time the Change of Control Offer will remain open and the Change of Control Payment Date; (iii) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, any Security or portion thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, after the Change of Control Payment Date; (v) that Securityholders electing to have a Security or portion thereof purchased pursuant to any Change of Control Offer will be required to surrender the Security, with the form entitled “Option of Securityholder To Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Securityholders 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 Change of Control Payment Date, or such longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Securityholder, the principal amount of the Security or portion thereof the Securityholder delivered for purchase and a statement that such Securityholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Securityholders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions and materials that the Company shall reasonably deem necessary to enable such Securityholders to tender Securities pursuant to the Change of Control Offer. (f) On or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause Offer Amount to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company held for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal payment in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance accordance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change terms of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this Section 3.

Change of Control Offer. (a) If a Change of Control Triggering Event (as defined below) occursoccurs with respect to any series of Senior Notes, unless the Company has exercised its option right to redeem the Securities as provided for hereinsuch Senior Notes in full, the Company shall be required to will make an offer to each Holder (a the “Change of Control Offer”) to each holder of the Securities such Senior Notes to repurchase any and all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) such Holder’s Senior Notes of that holder’s Securities on the terms set forth herein. In such series, at a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Securities the Senior Notes of such series repurchased, plus any accrued and unpaid interestinterest thereon to, if anybut excluding, on the Securities repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall mail or cause to be mailed to holders of the Securities will send a notice to Holders of Senior Notes of such series describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Senior Notes on the date specified in the notice, which date shall will be no earlier less than 30 15 days and no later more than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date procedures required by the Senior Notes and described in such notice. (b) The Company will comply with the requirements of consummation Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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, state Control Triggering Event. To the extent that the offer to purchase is conditioned on provisions of any securities laws or regulations conflict with the Change of Control Triggering Event occurring on or prior repurchase provisions of the Senior Notes the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Payment Date. In order to accept any Change repurchase provisions of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice Senior Notes by virtue of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: conflicts. (ic) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will not be required to make a Change of Control Offer offer to repurchase the Senior Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases on the applicable date all Securities Senior Notes properly tendered and not withdrawn under its offer. In addition; provided that for all purposes of the Senior Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to repurchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to, but excluding, the Company date of repurchase, which shall not repurchase any Securities if there has occurred and is continuing on be no later than 30 days after the third party’s scheduled Change of Control Payment Date. (d) On the Change of Control Payment Date Date, the Company will, to the extent lawful: (i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an Event of Default under the Indenture, other than a default in the payment of amount equal to the Change of Control Payment upon a Change in respect of Control Triggering Event. To all Senior Notes properly tendered; and (i) deliver or cause to be delivered to the extent that Trustee the requirements of Rule 14e-1 under Senior Notes properly accepted, together with an Officers’ Certificate stating the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase principal amount of the Securities conflict with Senior Notes being purchased. (e) For the Change purposes of Control Offer provisions hereofthis Section 1.08, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them terms below are defined as set forth belowfollows:

Change of Control Offer. If Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1.00) of the Holder's Notes at a purchase price equal to 101.5% of the principal amount thereof, plus accrued and unpaid interest through the date of purchase. Within 45 days following the date upon which the Change of Control occurred, the Company must make a Change of Control Triggering Event (defined below) occursOffer pursuant to a Change of Control Notice. As more fully described in the Indenture, unless the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which shall be the day that is 30 days from the date the notice is mailed, other than as may be required by applicable law. Asset Sale Offer. The Indenture imposes certain limitations on the ability of the Company has exercised and its option Restricted Subsidiaries to redeem make Asset Sales. In the Securities event the proceeds from a permitted Asset Sale are not applied as provided for hereinspecified in the Indenture, the Company shall be required to make an offer (Asset Sale Offer to purchase Notes at a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (purchase price equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101100% of the aggregate principal amount of Securities repurchasedthe Notes purchased, plus accrued and unpaid interestinterest thereon, if any, on the Securities repurchased to the date of repurchase (purchase, as more fully set forth in the Indenture. Event of Loss. The Indenture provides that if the Company or a “Change Restricted Subsidiary suffers an Event of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlLoss, the Company shall mail or cause to be mailed to holders Net Cash Proceeds therefrom in excess of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date U.S.$20,000,000 shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purposeor the Restricted Subsidiary, as the case may be, in an interest bearing cash collateral account subject to each holder a second-priority Lien securing the Notes pending application of Securities properly tendered it as specified in the Change Indenture. Such Net Cash Proceeds shall be maintained in the form of Control Payment for such Securitiescash and Cash Equivalents, and any interest thereon shall be payable to the Trustee will authenticate and mail (Company or cause to the Restricted Subsidiary, as the case may be. Any Net Cash Proceeds from the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any Concession or Additional Concession shall be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made applied by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date to make an Event of Default under Asset Sale Offer as specified in the Indenture. Any Net Cash Proceeds from (i) the loss of, destruction of, or damage to any property or (ii) the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any property (other than a default Concession or Additional Concession) may be applied by the Company or such Restricted Subsidiary within 365 days of the receipt thereof to purchase Replacement Assets from a Person other than the Company and its Restricted Subsidiaries. Any such Net Cash Proceeds that the Company does not apply within such 365-day period shall be applied to make an Asset Sale Offer as specified in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Indenture.

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless not resulting from the Company has exercised its option Purchaser Group beneficially owning more than 50% of the total voting power in the aggregate of all classes of shares in the capital of the Corporation then outstanding normally entitled to redeem the Securities as provided for hereinvote in elections of directors, the Company shall be required Corporation shall, pursuant to make an offer (subject only to conditions required by applicable law, if any) by the Corporation (the "CHANGE OF CONTROL OFFER"), offer to purchase for cash all or any part of this Debenture (provided, that the principal amount of this Debenture must be $100,000 or an integral multiple thereof) on a “date (the "CHANGE OF CONTROL PURCHASE DATE") that is no later than 90 days after the occurrence of such Change of Control, at the Change of Control Purchase Price specified below, plus accrued and unpaid interest to but excluding the Change of Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following the Change of Control and shall remain open for acceptance for 20 Business Days following its commencement (the "CHANGE OF CONTROL OFFER PERIOD"). Upon the expiration of the Change of Control Offer Period, the Corporation shall promptly purchase all of this Debenture or part hereof properly tendered in response to the Change of Control Offer”. For greater certainty, the Holder may at any time, including while a Change of Control Offer is outstanding, but prior to any tender of this Debenture to such Change of Control Offer, convert this debenture in whole or in part in accordance with section 1. (b) to each holder If Debentures remain outstanding after the making of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company Corporation shall be required to offer payment in cash equal to 101% have the right, exercisable for a period of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering Purchase Date, to repurchase such Securities redeem this Debenture in whole (but not in part) on the date specified same basis, mutatis mutandis, as if such redemption were a redemption made pursuant to section 2; provided, however, that the Redemption Price (as such term is used in section 2) for the noticepurposes of a redemption pursuant to this paragraph 4.1(b), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered Purchase Price determined pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:subsection 4.3.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurswith respect to the Notes, unless the Company has exercised its option right to redeem the Securities as provided for hereinNotes in accordance with the terms of this Indenture, each Holder of any Note will have the right to require the Company shall be required to make an purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a the “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase purchase (a the “Change of Control Payment”), subject to the rights of each Holder of any Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred with respect to the Notes, or at the Company’s option, prior to any Change of Control (defined below), but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall mail or cause will be required to be mailed to holders of the Securities send, by first class mail, a notice describing to each Holder of any Notes, with a copy to the transaction that constitutes or may constitute Trustee, which notice will govern the terms of the Change of Control Triggering Event and offering to repurchase such Securities on Offer. Such notice will state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallnotice, if mailed prior to the date of consummation of the Change of Control, will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shallwill, to the extent lawful: : (ia) accept or cause a third party to accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (iib) deposit or cause a third party to deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iiic) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On repurchased and that all conditions precedent to the Change of Control Payment Date, Offer and to the Paying Agent shall pay, from funds deposited repurchase by the Company for such purpose, of Notes pursuant to each holder of Securities properly tendered the Change of Control Payment for such SecuritiesOffer have been complied with. Notwithstanding the foregoing, and the Trustee Company will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon with respect to the occurrence of a Change of Control Triggering Event Notes (i) if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer otherwise required to be made by the Company and the such third party purchases all Securities the Notes properly tendered and not withdrawn under its offeroffer or (ii) a notice of redemption has been given to the Holders of all of the Notes in accordance with the terms of this Indenture, unless and until there is a default in payment of the Redemption Price. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the A Change of Control Payment Date an Event Offer may be made in advance of Default under the Indenturea Change of Control, other than conditional upon such Change of Control, if a default definitive agreement is in the payment place of the Change of Control Payment upon at the time of making of the Change of Control Offer. The Company will comply in all material respects 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 Notes as a result of a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other such securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Holder will have the right to require that the Company has exercised its option purchase all or a portion (in integral multiples of U.S.$1,000) of the Holder’s Notes at a purchase price equal to redeem 101% of the Securities as provided for hereinprincipal amount thereof, plus accrued and unpaid interest thereon through the Company shall be required date of purchase (the “Change of Control Payment”) pursuant to make an offer (a the “Change of Control Offer”). Within thirty (30) to each holder of days following the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on date upon which the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event occurred or, at the Company’s option, prior to any the Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities must send, by first-class mail, a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and Offer notice to each Holder, with a copy to the Trustee, offering to repurchase such Securities on purchase the date specified in Notes as set forth above. The Change of Control Offer shall state, among other things, the noticepurchase date, which date shall must be no earlier than 30 thirty (30) days and no nor later than 60 sixty (60) days from the date such the notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallwill, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on upon the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shallwill, to the extent lawful: : (i1) accept for payment all Securities Notes or portions of such Securities thereof properly tendered and not withdrawn pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent Agents funds in an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities thereof properly tenderedtendered and not withdrawn; and and (iii3) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions thereof being purchased by the Company. If only a portion of such Securities being repurchased. On the a Note is purchased pursuant to a Change of Control Payment DateOffer, a new Note in a principal amount equal to the Paying Agent shall pay, from funds deposited by portion thereof not purchased will be issued in the Company for such purpose, to each holder name of Securities properly tendered the Change Holder thereof upon cancellation of Control Payment for such Securities, and the Trustee will authenticate and mail original Note (or cause appropriate adjustments to the amount and beneficial interests in a Global Note will be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedmade, as appropriate). The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth herein and in this Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Securities Notes properly tendered and not withdrawn under its offerthe Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as set forth in Sections 9.1, 9.2 or 9.3 unless and until there is a default in payment of the applicable redemption price. In additionthe event that Holders of not less than 95% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company or a third party purchases all of the Notes held by such Holders, the Company shall will have the right, on not repurchase any Securities if there has occurred and is continuing on less than thirty (30) nor more than sixty (60) days’ prior notice, given not more than thirty (30) days following the purchase pursuant to the Change of Control Offer set forth above, to redeem all of the Notes that remain Outstanding following such purchase at a purchase price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant Regular Record Date an Event to receive interest due on the relevant Interest Payment Date). Holders, by acceptance of Default under the IndentureNotes, are deemed to acknowledge that other than existing and future Indebtedness of the Company may contain prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Company to repurchase the Notes upon a Change of Control may cause a default in under such Indebtedness even if the payment Change of Control itself does not. Holders, by acceptance of the Notes, are deemed to acknowledge that if a Change of Control Offer occurs, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Payment upon for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase Outstanding Notes pursuant to a Change of Control Triggering EventOffer, the Company expects that the Company would seek third-party financing to the extent the Company does not have available funds to meet the Company’s purchase obligations and any other obligations in respect of Senior Indebtedness. However, there can be no assurance that the Company would be able to obtain necessary financing or that such financing will be permitted under the terms of any other Indebtedness. Holders will not be entitled to require the Company to purchase their Notes in the event of a takeover, recapitalization, leveraged buyout or similar transaction which does not result in a Change of Control. The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other applicable securities laws and regulations, to the extent such laws and regulations are applicable in connection with a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofthis Section 3.10, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under this Indenture by doing so. Holders, by acceptance of the Notes, are deemed to acknowledge that the definition of Change of Control Offer provisions includes a phrase relating to the direct or indirect sale, lease (other than in the ordinary course of business), transfer, conveyance or other disposition of “all or substantially all” of the Securities by virtue of any such conflict. For purposes properties or assets of the Change Company and the Company’s Subsidiaries taken as a whole. Although there is a limited body of Control Offercase law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the following have ability of a Holder to require the meanings ascribed Company to them repurchase the Company’s Notes as set forth below:a result of a sale, lease (other than in the ordinary course of business), transfer, conveyance or other disposition of less than all of the assets of the Company and the Company’s Subsidiaries taken as a whole to another Person or group may be uncertain.

Change of Control Offer. (a) If a Change of Control Triggering Repurchase Event (defined below) occurs, unless each Holder shall have the right to require the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holdersuch Holder’s Securities Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth herein. In a the Change of Control Offer, the Company shall be required to offer payment (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of Securities repurchased, Notes repurchased plus accrued and unpaid interestinterest to, if anybut excluding, on the Securities repurchased to the date of repurchase (a the “Change of Control PaymentPayment Date”). Within ) which date will be no earlier than the date of the Change of Control. (b) No later than 30 days following any occurrence of a Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlRepurchase Event, the Company shall mail a notice to the Trustee and each Holder or cause to be mailed to holders otherwise give notice in accordance with the procedures of the Securities a notice Depositary describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase such Securities the Notes on the date Change of Control Payment Date specified in the such notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallmailed, if mailed prior to but in no event earlier than the date of consummation of the Change of Control, state . Such notice shall also state: (i) that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer is being made pursuant to this Section 2.04 and that all Notes properly tendered and not withdrawn shall be accepted for payment; (ii) the purchase price and the Change of Control Payment Date; (iii) that any Note not properly tendered shall remain outstanding and continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives at the address specified by it, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the Principal Amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in Principal Amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in Principal Amount or an integral multiple of $1,000 in excess thereof. In order At the Company’s request, made at least five Business Days prior to accept the date upon which such notice is to be mailed, the Paying Agent shall give the notice of Change of Control Offer in the Company’s name and at the Company’s expense. (c) 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 such laws and regulations are applicable in connection with the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.04, a holder the Company shall be required to comply with instructions for tendering contained in the Company’s notice applicable securities laws or regulations and shall not be deemed to have breached its obligations under this Section 2.04 by virtue of such Change of Control Offer as well as the applicable procedures of the Depositary. compliance. (d) On or prior to the Change of Control Payment Date, the Company shall, to the extent lawful: : (i) accept for payment all Securities Notes or portions of such Securities thereof properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities thereof properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities thereof being repurchased. On purchased by the Change of Control Payment Date, the Company. (e) The Paying Agent shall pay, from funds deposited by the Company for such purpose, promptly mail or wire transfer to each holder Holder of Securities Notes properly tendered the Change of Control Payment for such SecuritiesNotes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder Holder a new Security Note equal in principal amount Principal Amount to any unpurchased portion of the Notes surrendered, if any; provided that each such holder’s Securities surrendered. new Note shall be in a Principal Amount of $2,000 or an integral multiple of $1,000 in excess thereof. (f) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (g) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Repurchase Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 2.04 applicable to a Change of Control Offer made by the Company and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on such Change of Control Offer. (h) If the Change of Control Payment Date an Event is on or after a Regular 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 Default under the Indenturebusiness on such Regular Record Date, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company and no additional interest shall comply with those securities laws and regulations and shall not be deemed payable to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of Holders who tender Notes pursuant to the Change of Control Offer. (i) Notwithstanding anything to the contrary contained in this Supplemental Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement has been executed by the time of making the Change of Control Offer. (j) The Security Registrar need not transfer or exchange any Notes tendered and not withdrawn in connection with a Change of Control Offer (except, in the case of a Note to be repurchased in part, the following have portion of the meanings ascribed Note not to them as set forth below:be repurchased) for a period of 15 days before the mailing of a notice of Change of Control Offer and ending at the close of business on the day of such mailing. (k) This Section 2.04 shall be applicable notwithstanding the applicability of any other provisions of the Indenture.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless the Company has exercised its option to redeem the Securities as provided Issuer shall have given a notice of redemption for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101100% of the aggregate principal amount of Securities repurchasedNotes outstanding, the Issuer shall be obligated to make an offer (the “Change of Control Offer”), and shall purchase, on a Business Day (the “Change of Control Payment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) (a) prior to the one (1) year anniversary of the Initial Issue Date equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Securities repurchased thereon to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, plus the Applicable Premium and (b) on and after the one (1) year anniversary of the Initial Issue Date, equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if mailed prior to the date of consummation of the Change of Controlany, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer shall contain the information required by an Offer to Purchase and shall otherwise meet the requirements of an Offer to Purchase except as well as otherwise provided to the applicable procedures contrary in this Section 4.19. The Change of Control Offer shall remain open for at least 20 Business Days and until the Depositary. On close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first-class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event shall be satisfied if a third party (including the Parent) makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event Offer. The Issuer shall comply with applicable tender offer rules, including the requirements of Default Rule 14e l under the Indenture, Exchange Act and any other than a default applicable laws and regulations in connection with the payment purchase of the Change of Control Payment upon Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.19, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.19 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this compliance.

Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinNotes in accordance with Section 1.1(g) above, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple multiples of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but not including, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company a notice shall mail or cause to be mailed to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the each Change of Control Payment Date, the Company shall, to the extent lawful: : (iA) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the applicable Change of Control Offer; ; (iiB) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iiiC) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureDefault, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or Act, and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities herein by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallshall send a notice of the Change of Control Offer, by first class mail or delivered electronically in accordance with the procedures of the Depositary, to the extent lawful: Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall (i1) accept describe the transaction or transactions that constitute the Change of Control, (2) offer to purchase, pursuant to the procedures required by the Indenture and described in the notice, on the Change of Control Date and for payment the Change of Control Purchase Price, all Securities or portions of such Securities the Notes properly tendered by such Holder pursuant to such Change Of Control Offer, and (3) contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedCompany. The Company shall not be required Company’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Company shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 3.06, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 3.06 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Holder shall have the right to require that the Company has exercised its option purchase all or a portion of such Holder’s Securities in cash pursuant to redeem the Securities as provided for herein, offer described below (the Company shall be required to make an offer (a “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. (b) Prior to each holder the mailing of the notice referred to in paragraph (c) below, but in any event within 30 days following the date on which the Company becomes aware that a Change of Control has occurred (the “Change of Control Date”), the Company covenants that if the purchase of the Securities would violate or constitute a default under any other Indebtedness of the Company, then the Company shall, to repurchase the extent needed to permit such purchase of Securities, either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, under any such Indebtedness to permit the purchase of the Securities as provided below. The Company shall first comply with the covenant in the preceding sentence before it will be required to make the Change of Control Offer or purchase the Securities pursuant to the provisions described below. (c) Within 30 days following the date on which the Company becomes aware that a Change of Control has occurred, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding securities pursuant to paragraph 5 of the Securities, the Company must send, by first class mail, postage prepaid, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Securities validly tendered and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued and unpaid interest, if any) and the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”); (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Security purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent and Registrar for the Securities at the address specified in the notice prior to the close of business on the Business Day prior to the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; (7) that Holders whose Securities are purchased only in part (shall be issued new Securities in a principal amount equal to the unpurchased portion of the Securities surrendered; provided, however, that each Security purchased and each new Security issued shall be in a principal amount of $2,000 or an integral multiple multiples of $1,000 in excess thereof; and (8) the circumstances and relevant facts regarding such Change of Control. (d) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Securities or portions thereof (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered pursuant to the Change of that holder’s Control Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 cash in U.S. dollars or United States Government Obligations sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Securities on so tendered and (iii) deliver to the terms set forth hereinTrustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof being purchased by the Company. In Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Securities equal in principal amount to any unpurchased portion of the Securities surrendered. Upon the payment of the purchase price for the Securities accepted for purchase, the Trustee shall return the Securities purchased to the Company for cancellation. Any monies remaining after the purchase of Securities pursuant to a Change of Control Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.14, the Trustee shall, except with respect to monies owed as obligations to the Trustee pursuant to Article Seven, act as the Paying Agent. (e) 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 such laws and regulations are applicable in connection with the purchase of the Securities pursuant to a Change of Control Offer. To the extent the provisions of any such rule conflict with the provisions of this Indenture relating to a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice provisions of such rule and be deemed not to have breached its obligations relating to such Change of Control Offer as well as the applicable procedures by virtue thereof. (f) Paragraphs (a)-(e) of the Depositary. On the Change of Control Payment Datethis Section 4.14 notwithstanding, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.14 and the other requirements contained in this Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Securities properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed pursuant to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option right to redeem the Securities Notes as provided for hereindescribed in Article III, the Company shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or or, at the Holder’s option, any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but not including, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company a notice shall mail or cause to be mailed to holders Holders of the Securities a notice Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any the Change of Control Offer, a holder shall be required the Holder must deliver to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On Paying Agent, at least five Business Days prior to the Change of Control Payment Date, this Note together with the Company shall, form entitled “Election Form” (which form is annexed as Exhibit E to the extent lawful: (iIndenture) accept for payment all Securities duly completed, or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities a facsimile transmission or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, a letter from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence member of a Change of Control Triggering Event if national securities exchange, or the Financial Industry Regulatory Authority or a third party makes such an offer commercial bank or trust company in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth belowUnited States setting forth:

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. . (b) In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company Issuer shall mail or cause deliver electronically a notice to be mailed the Trustee and to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the notice, which date shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed or delivered electronically (a the “Change of Control Payment Date”). The notice shall, if mailed or delivered electronically prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. . (c) In order to accept any the Change of Control Offer, the Holder must deliver to the Paying Agent, at least three Business Days prior to the Change of Control Payment Date, the Note together with the form entitled “Option of Holder to Elect Purchase” (which form is annexed to the Note) duly completed, or a holder shall be required to comply with instructions for tendering contained telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the Company’s notice United States setting forth: (i) the name of such the Holder of the Note; (ii) the principal amount of the Note; (iii) the principal amount of the Note to be repurchased; (iv) the certificate number or a description of the tenor and terms of the Note; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that the Note, together with the form entitled “Option of Holder to Elect Purchase” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date. (d) Any exercise by a Holder of its election to accept the Change of Control Offer as well as shall be irrevocable. The Change of Control Offer may be accepted for less than the applicable procedures entire principal amount of the Depositary. Notes, but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: : (i) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail . (or cause to be transferred by book-entryf) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company Issuer shall not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureIndenture with respect to the Notes, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that . (g) The Issuer shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the . (h) The Trustee has no obligation to determine whether a Change of Control Offer, Triggering Event has occurred and the following have Trustee has no obligation to provide notice to the meanings ascribed to them as set forth below:Holders of the Notes of the occurrence of any Change of Control Triggering Event.

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. . (b) In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company Issuer shall mail or cause deliver electronically a notice to be mailed the Trustee and to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the notice, which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed or delivered electronically (a the “Change of Control Payment Date”). The notice shall, if mailed or delivered electronically prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. . (c) In order to accept any the Change of Control Offer, the Holder must deliver to the Paying Agent, at least three Business Days prior to the Change of Control Payment Date, the Note together with the form entitled “Option of Holder to Elect Purchase” (which form is annexed to the Note) duly completed, or a holder shall be required to comply with instructions for tendering contained telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the Company’s notice United States setting forth: (i) the name of such the Holder of the Note; (ii) the principal amount of the Note; (iii) the principal amount of the Note to be repurchased; (iv) the certificate number or a description of the tenor and terms of the Note; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that the Note, together with the form entitled “Option of Holder to Elect Purchase” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date. (d) Any exercise by a Holder of its election to accept the Change of Control Offer as well as shall be irrevocable. The Change of Control Offer may be accepted for less than the applicable procedures entire principal amount of the Depositary. Notes, but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: : (i) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail . (or cause to be transferred by book-entryf) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company Issuer shall not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureIndenture with respect to the Notes, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that . (g) The Issuer shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the . (h) The Trustee has no obligation to determine whether a Change of Control Offer, Triggering Event has occurred and the following have Trustee has no obligation to provide notice to the meanings ascribed to them as set forth below:Holders of the Notes of the occurrence of any Change of Control Triggering Event.

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option right to redeem the Securities as provided for hereinSenior Notes in full, the Company shall be required to will make an offer to each Holder (a the “Change of Control Offer”) to each holder repurchase any and all of the Securities to such Holder’s Senior Notes at a repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment price in cash equal to 101% of the aggregate principal amount of Securities repurchased, the Senior Notes repurchased plus accrued and unpaid interest, if any, on the Securities repurchased thereon, to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall will mail or cause to be mailed to holders of the Securities a notice to Holders of Senior Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Senior Notes on the date specified in the notice, which date shall will be no earlier less than 30 days and no later more than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date procedures required by the Senior Notes and described in such notice. (b) The Company will comply with the requirements of consummation Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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, state Control Triggering Event. To the extent that the offer to purchase is conditioned on provisions of any securities laws or regulations conflict with the Change of Control Triggering Event occurring on or prior repurchase provisions of the Senior Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Payment Date. In order to accept any Change repurchase provisions of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice Senior Notes by virtue of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: conflicts. (ic) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will not be required to make a Change of Control Offer offer to repurchase the Senior Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases on the applicable date all Securities Senior Notes properly tendered and not withdrawn under its offer. In addition; provided that for all purposes of the Senior Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall not repurchase any Securities if there has occurred and is continuing on be no later than 30 days after the third party’s scheduled Change of Control Payment Date. (d) On the Change of Control Payment Date Date, the Company will, to the extent lawful: (i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an Event of Default under the Indenture, other than a default in the payment of amount equal to the Change of Control Payment upon a Change in respect of Control Triggering Event. To all Senior Notes properly tendered; and (iii) deliver or cause to be delivered to the extent that Trustee the requirements Senior Notes properly accepted, together with an officer’s certificate stating the principal amount of Rule 14e-1 under Senior Notes being purchased. (e) For the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase purposes of the Securities conflict with the Change of Control Offer provisions hereofthis Section 1.07, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them terms below are defined as set forth belowfollows:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or or, at the Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes to be purchased plus accrued and unpaid interest, if any, on the Securities repurchased to Notes repurchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at the Company’s option, prior Issuer shall mail a notice to any Change of Control (defined below), but after public announcement Holders of the transaction that constitutes or may constitute Notes, with a copy to the Change of ControlTrustee, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall will be required to promptly pay, from funds deposited by the Company for such purpose, to each holder of Securities Holder who properly tendered Notes, the Change of Control Payment purchase price for such SecuritiesNotes, and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company us and the such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In additionthe event that such third party terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon a Change of Control Triggering Event. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this compliance.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction or transactions that constitutes constitute or may constitute the Change of Control, the Company shall mail or electronically deliver or cause to be mailed or electronically delivered to holders of the Securities a notice describing the transaction or transactions that constitutes constitute or may constitute the a Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered (a the “Change of Control Payment Date”). The notice shall, if mailed or electronically delivered prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the a Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the a Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the a Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the a Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes in whole pursuant to this Indenture and the Notes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Securities the Notes to be repurchased, plus accrued and unpaid interest, if any, on such Notes to, but not including, the Securities repurchased to repurchase date (the date of repurchase (a “Change of Control Payment”), subject to the rights of Holders of the Notes on a regular record date to receive interest due on the related interest payment date falling on or prior to the repurchase date. Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the a Change of ControlControl Triggering Event, the Company Issuer shall mail or cause to be mailed to holders of the Securities transmit a notice to each Holder, with a copy to the Trustee, describing the transaction transactions and events that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shallnotice, if mailed transmitted prior to the date of consummation of the Change of Control, shall state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order the event that such offer to accept any Change of Control Offer, a holder shall be required purchase fails to comply with instructions for tendering contained satisfy the condition in the Company’s immediately preceding sentence, the Issuer shall cause another notice of such Change of Control Offer as well as meeting the applicable procedures of the Depositary. aforementioned requirements to be transmitted to Holders. (b) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: : (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) irrevocably deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited by the Company for such purpose, promptly transmit to each holder Holder of Securities properly tendered Notes the Change of Control Payment for such SecuritiesNotes being repurchased, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder Holder a new Security Note equal in principal amount to the unrepurchased portion, if any, of any unpurchased portion Notes surrendered; provided that each new Note will be in a principal amount of such holder’s Securities surrendered. $2,000 or an integral multiple of $1,000 in excess thereof. (c) The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the such third party purchases repurchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, . (d) The Issuer shall comply with the Company shall not repurchase any Securities if there has occurred and is continuing on the Change requirements of Control Payment Date an Event of Default Rule 14e-1 under the IndentureExchange Act, and any other than a default securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the payment repurchase of the Change Notes as a result of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other such securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.08 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. . (b) In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company Issuer shall mail or cause deliver electronically a notice to be mailed the Trustee and to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the notice, which date shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed or delivered electronically (a the “Change of Control Payment Date”). The notice shall, if mailed or delivered electronically prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. . (c) In order to accept any the Change of Control Offer, the Holder must deliver to the Paying Agent, at least three Business Days prior to the Change of Control Payment Date, the Note together with the form entitled “Option of Holder to Elect Purchase” (which form is annexed to the Note) duly completed, or a holder shall be required to comply with instructions for tendering contained telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the Company’s notice United States setting forth: (i) the name of such the Holder of the Note; (ii) the principal amount of the Note; (iii) the principal amount of the Note to be repurchased; (iv) the certificate number or a description of the tenor and terms of the Note; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that the Note, together with the form entitled “Option of Holder to Elect Purchase” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date. (d) Any exercise by a Holder of its election to accept the Change of Control Offer as well as shall be irrevocable. The Change of Control Offer may be accepted for less than the applicable procedures entire principal amount of the Depositary. Notes, but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: : (i) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail . (or cause to be transferred by book-entryf) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer, and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company Issuer shall not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureIndenture with respect to the Notes, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that . (g) The Issuer shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the . (h) The Trustee has no obligation to determine whether a Change of Control Offer, Triggering Event has occurred and the following have Trustee has no obligation to provide notice to the meanings ascribed to them as set forth below:Holders of the Notes of the occurrence of any Change of Control Triggering Event.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or or, at the Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes to be purchased plus accrued and unpaid interest, if any, on the Securities repurchased to Notes repurchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at unless the Company’s option, prior Issuer has exercised its right to any Change of Control (defined below), but after public announcement of redeem the transaction that constitutes or may constitute the Change of ControlNotes as described above, the Company Issuer shall mail mail, or cause to be mailed to holders of the Securities deliver electronically if held by DTC, a notice to Holders of Notes, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited will be required to promptly mail or transfer by the Company for such purposewire, to each holder of Securities Holder who properly tendered Notes or portions thereof, the Change of Control Payment purchase price for such SecuritiesNotes or portion thereof, and the Trustee will shall be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the such third party purchases all Securities Notes or portions thereof properly tendered and not withdrawn under its offer. In additionthe event that such third party terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon Triggering Event. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of making of the Change of Control Offer. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.14, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:regulations.

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. . (b) In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes of this series repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company Issuer shall mail or cause a notice to be mailed to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. . (c) In order to accept any the Change of Control Offer, the Holder must deliver to the Paying Agent, at least three Business Days prior to the Change of Control Payment Date, this Security together with the form entitled “Election Form” (which form is annexed hereto) duly completed, or a holder shall be required to comply with instructions for tendering contained telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the Company’s notice United States setting forth: (i) the name of such the Holder of the Note; (ii) the principal amount of the Note; (iii) the principal amount of the Note to be repurchased; (iv) the certificate number or a description of the tenor and terms of the Note; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that the Note, together with the form entitled “Election Form” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date. (d) Any exercise by a Holder of its election to accept the Change of Control Offer as well as shall be irrevocable. The Change of Control Offer may be accepted for less than the applicable procedures entire principal amount of the Depositary. Notes, but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: : (i) accept for payment all Securities Notes of this series or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes of this series or portions of such Securities Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities Notes of this series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes of this series or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail . (or cause to be transferred by book-entryf) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party purchases all Securities Notes of this series properly tendered and not withdrawn under its offer. In addition, the Company Issuer shall not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Original Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that . (g) The Issuer shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occursoccurs with respect to any series of the Senior Notes, unless the Company has exercised its option right to redeem the Securities as provided for hereinsuch Senior Notes, in full, the Company shall be required to will make an offer to each Holder (a “the "Change of Control Offer”") to each holder of the Securities Senior Notes of such series to repurchase any and all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) such Holder's Senior Notes of that holder’s Securities on the terms set forth herein. In such series, at a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased, the Senior Notes of such series repurchased plus accrued and unpaid interest, if any, on the Securities repurchased to thereon to, but excluding, the date of repurchase (a “the "Change of Control Payment”"). Within 30 thirty (30) days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall will mail (or cause to be mailed to holders otherwise deliver in accordance with the applicable procedures of the Securities Depository) a notice to Holders of Senior Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Senior Notes on the date specified in the notice, which date shall will be no earlier less than 30 fifteen (15) days and no later more than 60 sixty (60) days from the date such notice is mailed (a “or otherwise delivered in accordance with the applicable procedures of the Depository) (the "Change of Control Payment Date”"). The notice shall, if mailed prior pursuant to the date procedures required by the Senior Notes, and described in such notice. (b) The Company will comply with the requirements of consummation Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Change Senior Notes as a result of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Event occurring on Event. To the extent that the provisions of any securities laws or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply regulations conflict with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Datethis Section, the Company shall, will comply with the applicable securities laws and regulations and will not be deemed to the extent lawful: (i) accept for payment all Securities or portions have breached its obligations under this Section by virtue of such Securities properly tendered pursuant to the Change of Control Offer; conflicts. (iic) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will not be required to make a Change of Control Offer offer to repurchase the Senior Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases on the applicable date all Securities Senior Notes properly tendered and not withdrawn under its offer. In addition; provided that for all purposes of the Senior Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall not repurchase any Securities if there has occurred and is continuing on be no later than thirty (30) days after the third party's scheduled Change of Control Payment Date. (d) On the Change of Control Payment Date Date, the Company will, to the extent lawful: (i) accept or cause a third party to accept for payment all Senior Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an Event of Default under the Indenture, other than a default in the payment of amount equal to the Change of Control Payment upon a Change in respect of Control Triggering Event. To all Senior Notes properly tendered; and (iii) deliver or cause to be delivered to the extent that Trustee the requirements of Rule 14e-1 under Senior Notes properly accepted, together with an Officers' Certificate stating the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase principal amount of the Securities conflict with Senior Notes being purchased. (e) For the Change purposes of Control Offer provisions hereofthis Section, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them terms below are defined as set forth belowfollows:

Change of Control Offer. If a Change of Control Triggering Event (defined belowa) occursIn the event that, unless the Company has exercised its option pursuant to redeem the Securities as provided for hereinSection 4.08 hereof, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In commence a Change of Control Offer, the Company shall follow the procedures in this Section 3.08. (b) The Change of Control Offer shall remain open for a period specified by the Company which shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued no less than 30 calendar days and unpaid interest, if any, no more than 40 calendar days following its commencement on the Securities repurchased to the date of repurchase the mailing of notice in accordance with Section 4.08(b) hereof (the “Commencement Date”), except to the extent that a longer period is required by applicable law (the “Change of Control PaymentTender Period”). Within 30 days following any Change of Control Triggering Event or, at Upon the Company’s option, prior to any Change of Control (defined below), but after public announcement expiration of the transaction that constitutes or may constitute Tender Period (the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior the Company shall purchase the principal amount of Securities required to be purchased pursuant to Section 4.08 hereof (the “Offer Amount”). (c) If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest, to the related interest payment date will be paid to the person in whose name a Security is registered at the close of consummation business on such record date, and no additional interest, will be payable to Noteholders who tender Securities pursuant to the Change of Control Offer. (d) The Company shall provide the Trustee with written notice of the Change of ControlControl Offer at least 10 Business Days before the Commencement Date. (e) On or before the Commencement Date, state that the offer Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to purchase is conditioned on each of the Noteholders, which shall govern the terms of the Change of Control Triggering Event occurring Offer and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 3.08 and Section 4.08 hereof and that all Securities tendered will be accepted for payment; (ii) the purchase price (as determined in accordance with Section 4.08 hereof), the length of time the Change of Control Offer will remain open and the Change of Control Payment Date; (iii) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, any Security or portion thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, after the Change of Control Payment Date; (v) that Noteholders electing to have a Security or portion thereof purchased pursuant to any Change of Control Offer will be required to surrender the Security, with the form entitled “Option of Noteholder To Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Noteholders 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 Change of Control Payment Date, or such longer period as may be required by law, a letter or a telegram, telex, facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Noteholder, the principal amount of the Security or portion thereof the Noteholder delivered for purchase and a statement that such Noteholder is withdrawing his election to have the Security or portion thereof purchased; and (vii) that Noteholders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions and materials that the Company shall reasonably deem necessary to enable such Noteholders to tender Securities pursuant to the Change of Control Offer. (f) On or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause Offer Amount to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company held for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal payment in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance accordance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change terms of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this Section 3.

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occursEvent, unless the Company has exercised its option right to redeem the Securities as provided for hereinNotes in whole by giving irrevocable notice to the Trustee in accordance with Article III of this Indenture, each Holder of the Notes will have the right to require the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase purchase all or any part a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holdersuch Holder’s Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interestinterest to, if anybut excluding, on the Securities repurchased to the date of repurchase purchase (a the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the related interest payment date that has accrued on or prior to the date of purchase. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall mail or cause to be mailed to holders of the Securities will send a notice to each Holder describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase Notes (the “Change of Control Offer”), which notice will govern the terms of the Change of Control Offer, stating: (1) that a Change of Control Triggering Event has occurred and that such Securities Holder has the right to require the Company to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the circumstances regarding such Change of Control Triggering Event; (3) the purchase date specified in the notice, which date shall be no earlier than 30 15 days and no nor later than 60 days from the date such notice is mailed sent (a such date, the “Change of Control Payment Date”); and (4) the instructions that a Holder must follow in order to have its Notes purchased. The Holders of notes electing to have notes repurchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer their Notes by book-entry transfer, to the paying agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or third Business Day prior to the Change of Control Payment Date. In order The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to accept any the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Offer, a holder shall be required to comply Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as Triggering Event provisions of this Indenture, the Company will comply with the applicable procedures securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.11 by virtue of the Depositary. such compliance. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (i) , accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) . Unless deposited before the Change of Control Payment Date, the Company will promptly thereafter on the Change of Control Payment Date deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; tendered and (iii) deliver deliver, or cause to be delivered delivered, to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities notes being repurchasedpurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, paying agent will promptly mail to each holder Holder of Securities Notes properly tendered the Change of Control Payment for such SecuritiesNotes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) The Company will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (x) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer of a Change of Control Offer made by the Company Company, and the such third party purchases all Securities of the notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event Offer or (y) a notice of Default under the Indenture, other than a default in the payment optional redemption of the Notes has been given in accordance with Section 3.01 of this Indenture. Notwithstanding anything to the contrary in this Section 4.11, a Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection , with the repurchase obligation to pay and the timing of payment conditional upon the Securities conflict with occurrence of a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Offer provisions hereof, at the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions time of the Securities by virtue making of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. If (a) In the event of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company shall be required to make an offer to repurchase (a “the "Change of Control Offer”") to each holder of Holder's outstanding Notes at a purchase price (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a "Change of Control Offer, the Company shall be required to offer payment in cash Purchase Price") equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Payment Date (as defined) in accordance with the procedures set forth below. (b) Within 30 20 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the occurrence of a Change of Control, the Company shall mail or cause to be mailed to holders of the Securities Trustee and each Holder a notice describing the transaction stating: (1) that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Section 4.18 and offering to repurchase such Securities on that all Notes tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date specified in the notice, (which date shall be a Business Day no earlier than 30 days and no nor later than 60 45 days from the date such notice is mailed (a “the "Change of Control Payment Date”"). The notice shall); (3) that any Note not tendered will continue to accrue interest; (4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that the offer any Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date. In order ; (5) that Holders accepting the offer to accept any Change of Control Offer, have their Notes purchased pursuant to a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as will be required to surrender the applicable procedures Notes, with the form entitled "Option of the Depositary. Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. (c) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: : (i1) accept for payment all Securities Notes or portions of such Securities properly thereof tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal money sufficient to pay the Change of Control Payment in respect Purchase Price of all Securities Notes or portions of such Securities properly thereof so tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities properly Trustee, Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Securities Notes or portions thereof tendered to the Company. (d) The Paying Agent shall promptly mail to each Holder of such Securities being repurchased. On Notes so accepted payment in an amount equal to the Change of Control Payment DatePurchase Price for such Notes, and the Company shall execute and issue, the Paying Agent Guarantors shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, endorse thereon their Guarantee and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder such Holder, a new Security Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such holder’s Securities surrenderednew Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. (e) Prior to complying with any of the procedures of this Section 4.18, but in any event within 20 days following any Change of Control, the Company covenants to: (1) repay in cash in full all obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Company of the Notes upon a Change of Control in compliance with the terms of this Section 4.18 or offer to repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay in cash the Senior Indebtedness owed to each such lender who has accepted such offer; or (2) obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above. The Company must first comply with the covenant described in the preceding sentence before it will be required to purchase Notes in the event of a Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence will constitute an Event of Default described in clause (c) under Section 6.01. (f) In addition, (1) if the Company or any Guarantor has outstanding any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees or Preferred Stock outstanding, and the Company or such Guarantor is required to make a change of control offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, the Company or such Guarantor will not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Company has paid the Change of Control Purchase Price to the Holders that have accepted the Company's Change of Control Offer and must otherwise have consummated the Change of Control Offer and (2) the Company and the Guarantors will not issue Indebtedness that is subordinated in right of payment to the Notes or the Guarantees and will not issue any Preferred Stock, as applicable, with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control. (g) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer of this Indenture applicable to a Change of Control Offer made by the Company and the third party purchases of all Securities Notes or portions of Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that Offer. (h) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of the Securities conflict with the Notes pursuant to a Change of Control Offer Offer. To the extent that the provisions hereofof any securities laws or regulations conflict with this Section 4.18, the Company shall comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.18 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control OfferOffer and Interest Rate Adjustment (as defined below), the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of purchase all or, at the Securities to repurchase all or Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes to be purchased plus accrued and unpaid interest, if any, on the Securities repurchased to Notes purchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at unless the Company’s option, prior Issuer has exercised its right to any Change of Control (defined below), but after public announcement of redeem the transaction that constitutes or may constitute the Change of ControlNotes as described above, the Company Issuer shall mail mail, or cause to be mailed to holders of deliver electronically if held by the Securities Depository, a notice to Holders of Notes, with a copy to the Trustee, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities purchase the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days 10 and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited will be required to promptly mail or transfer by the Company for such purposewire, to each holder of Securities Holder who properly tendered Notes or portions thereof, the Change of Control Payment purchase price for such SecuritiesNotes or portion thereof, and the Trustee will shall be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer, and the third party such Person purchases all Securities Notes or portions thereof properly tendered and not withdrawn under its offer. In additionthe event that such Person terminates or defaults its offer, the Company shall not repurchase any Securities if there has occurred and is continuing on the Issuer will be required to make a Change of Control Payment Date an Event Offer treating the date of Default under such termination or default as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon Triggering Event. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of the making of the Change of Control Offer. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.08, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:regulations.

Change of Control Offer. If Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1.00) of the Holder's Notes at a purchase price equal to 101.5% of the principal amount thereof, plus accrued and unpaid interest through the date of purchase. Within 45 days following the date upon which the Change of Control occurred, the Company must make a Change of Control Triggering Event (defined below) occursOffer pursuant to a Change of Control Notice. As more fully described in the Indenture, unless the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which shall be the day that is 30 days from the date the notice is mailed, other than as may be required by applicable law. Asset Sale Offer. The Indenture imposes certain limitations on the ability of the Company has exercised and its option Restricted Subsidiaries to redeem make Asset Sales. In the Securities event the proceeds from a permitted Asset Sale are not applied as provided for hereinspecified in the Indenture, the Company shall be required to make an offer (Asset Sale Offer to purchase Notes at a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (purchase price equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101100% of the aggregate principal amount of Securities repurchasedthe Notes purchased, plus accrued and unpaid interestinterest thereon, if any, on the Securities repurchased to the date of repurchase (purchase, as more fully set forth in the Indenture. Event of Loss. The Indenture provides that if the Company or a “Change Restricted Subsidiary suffers an Event of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlLoss, the Company shall mail or cause to be mailed to holders Net Cash Proceeds therefrom in excess of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date U.S.$18,000,000 shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purposeor the Restricted Subsidiary, as the case may be, in an interest bearing cash collateral account subject to each holder a first-priority Lien securing the Notes pending application of Securities properly tendered it as specified in the Change Indenture. Such Net Cash Proceeds shall be maintained in the form of Control Payment for such Securitiescash and Cash Equivalents, and any interest thereon shall be payable to the Trustee will authenticate and mail (Company or cause to the Restricted Subsidiary, as the case may be. Any Net Cash Proceeds from the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any Concession or Additional Concession shall be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made applied by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date to make an Event of Default under Asset Sale Offer as specified in the Indenture. Any Net Cash Proceeds from (i) the loss of, destruction of, or damage to any property or (ii) the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any property (other than a default Concession or Additional Concession) may be applied by the Company or such Restricted Subsidiary within 365 days of the receipt thereof to purchase Replacement Assets from a Person other than the Company and its Restricted Subsidiaries. Any such Net Cash Proceeds that the Company does not apply within such 365-day period shall be applied to make an Asset Sale Offer as specified in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Indenture.

Change of Control Offer. If a Change change of Control Triggering Event (defined below) control triggering event occurs, unless the Company Issuer has exercised its option to redeem the Securities Notes as provided for hereindescribed above under “Make Whole Redemption”, the Company shall Issuer will be required to make an offer (a the “Change change of Control Offercontrol offer”) to each holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities notes on the terms set forth hereinin the Notes. In a Change the change of Control Offercontrol offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes to be repurchased to the date of repurchase (a the “Change change of Control Paymentcontrol payment”). Within 30 days following any Change change of Control Triggering Event control triggering event or, at the CompanyIssuer’s option, prior to any Change change of Control (defined below)control, but after public announcement of the transaction that constitutes or may constitute the Change change of Controlcontrol, the Company shall mail or cause to a notice will be mailed to holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change change of Control Triggering Event control triggering event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change change of Control Payment Datecontrol payment date”). The notice shallnotice, if mailed prior to the date of consummation of the Change change of Controlcontrol, will state that the offer to purchase is conditioned on the Change change of Control Triggering Event control triggering event occurring on or prior to the Change change of Control Payment Datecontrol payment date. In order the event that such offer to accept any Change of Control Offer, a holder shall be required purchase fails to comply with instructions for tendering contained satisfy the condition in the Company’s preceding sentence, the Issuer will cause another notice of such Change of Control Offer as well as meeting the applicable procedures aforementioned requirements to be mailed to holders of the DepositaryNotes. On the Change change of Control Payment Datecontrol payment date, the Company shallIssuer will, to the extent lawful: (i) • accept for payment all Securities notes or portions of such Securities notes properly tendered pursuant to the Change change of Control Offercontrol offer; (ii) • deposit with the Paying Agent paying agent an amount equal to the Change change of Control Payment control payment in respect of all Securities notes or portions of such Securities notes properly tendered; and (iii) • deliver or cause to be delivered to the Trustee trustee the Securities Notes properly accepted together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities notes or portions of such Securities notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee The Issuer will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change change of Control Offer control offer upon the occurrence of a Change change of Control Triggering Event control triggering event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party purchases repurchases all Securities notes properly tendered and not withdrawn under its offer. In addition, the Company shall Issuer will not repurchase any Securities notes if there has occurred and is continuing on the Change change of Control Payment Date control payment date an Event event of Default default under the Indenture, other than a default in the payment of the Change change of Control Payment control payment upon a Change change of Control Triggering Eventcontrol triggering event. To the extent that The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a change of control triggering event. To the extent that the provisions of any such securities laws or regulations conflict with the Change change of Control Offer control offer provisions hereofof the Notes, the Company shall Issuer will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change change of Control Offer control offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change change of Control Offercontrol offer provisions of the Notes, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option right to redeem the Securities as provided for hereinSenior Notes in full, the Company shall be required to will make an offer to each Holder (a the “Change of Control Offer”) to each holder repurchase any and all of the Securities to such Holder’s Senior Notes at a repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment price in cash equal to 101% of the aggregate principal amount of Securities repurchased, the Senior Notes repurchased plus accrued and unpaid interest, if any, on the Securities repurchased thereon, to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall will mail or cause to be mailed to holders of the Securities a notice to Holders of Senior Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Senior Notes on the date specified in the notice, which date shall will be no earlier less than 30 days and no later more than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date procedures required by the Senior Notes and described in such notice. (b) The Company will comply with the requirements of consummation Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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, state Control Triggering Event. To the extent that the offer to purchase is conditioned on provisions of any securities laws or regulations conflict with the Change of Control Triggering Event occurring on or prior repurchase provisions of the Senior Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Payment Date. In order to accept any Change repurchase provisions of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice Senior Notes by virtue of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: conflicts. (ic) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will not be required to make a Change of Control Offer offer to repurchase the Senior Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases on the applicable date all Securities Senior Notes properly tendered and not withdrawn under its offer. In addition; provided that for all purposes of the Senior Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Senior Notes unless the Company promptly makes an offer to repurchase the Senior Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of repurchase, which shall not repurchase any Securities if there has occurred and is continuing on be no later than 30 days after the third party’s scheduled Change of Control Payment Date. (d) On the Change of Control Payment Date Date, the Company will, to the extent lawful: (i) accept or cause a third party to accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an Event of Default under the Indenture, other than a default in the payment of amount equal to the Change of Control Payment upon a Change in respect of Control Triggering Event. To all Senior Notes or portions of Senior Notes properly tendered; and (iii) deliver or cause to be delivered to the extent that Trustee the requirements Senior Notes properly accepted, together with an officer’s certificate stating the principal amount of Rule 14e-1 under Senior Notes or portions of Senior Notes being purchased. (e) For the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase purposes of the Securities conflict with the Change of Control Offer provisions hereofthis Section 1.07, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them terms below are defined as set forth belowfollows:

Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Securities Notes as provided for hereindescribed in Section 6, each Holder shall have the right to require the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. In a Change of Control Offer, the Company shall be required to will offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchasedNotes repurchased (a “Change of Control Payment”), plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a “Change repurchase, subject to the right of Control Payment”)Holders of record on the applicable record date to receive interest due on the next Interest Payment Date. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to a notice will be mailed to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the applicable notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallmay, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On Upon the Change of Control Payment Date, the Company shallwill, to the extent lawful: (i) • accept for payment all Securities Notes or portions of such Securities Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; (ii) • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tenderedtendered and not withdrawn; and (iii) • deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To The Company will comply with the extent that the applicable requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offerthis Section 8, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company shall be required obligated to make an offer to purchase (the "CHANGE OF CONTROL OFFER") all outstanding Notes at a “Change of Control Offer”purchase price (the "CHANGE OF CONTROL PURCHASE PRICE") to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased interest thereon to the date of repurchase (a “Change of Control Payment”). Payment Date in accordance with this Section 4.15. (b) Within 30 days following any of the occurrence of a Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company shall mail or (i) cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute of the Change of Control Triggering Event and offering Offer to repurchase such Securities on be sent at least once to the date specified Dow Xxxxx News Service or similar business news service in the noticeUnited States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”the "CHANGE OF CONTROL PAYMENT DATE"). The notice shall); (3) that any Note not tendered will continue to accrue interest; (4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that the offer any Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date. In order ; (5) that Holders accepting the offer to accept have a Note purchased pursuant to any Change of Control Offer, a holder shall Offer will be required to comply surrender the Note, with instructions for tendering contained the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the Company’s notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the -53- name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples thereof; (8) any other procedures that a Holder must follow to accept a Change of Control Offer as well as or effect withdrawal of such acceptance; and (9) the applicable procedures name and address of the DepositaryPaying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful: , (i) accept for payment all Securities Notes or portions of such Securities thereof properly tendered pursuant to the Change of Control Offer; , (ii) deposit with the Paying Agent an amount equal money sufficient to pay the Change of Control Payment in respect purchase price of all Securities Notes or portions of such Securities properly tendered; thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities being repurchasedthereof tendered to the Company. On the Change of Control Payment Date, the The Paying Agent shall paypromptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, from funds deposited by and the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securitiesshall execute and issue, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder such Holder, a new Security Note equal in principal amount to any unpurchased portion of the Notes surrendered; PROVIDED that each such holder’s Securities surrendered. The new Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof. (i) If the Company shall not be or any Restricted Subsidiary thereof has issued any outstanding (A) Debt that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer upon or to make a distribution with respect to such subordinated Debt or Preferred Stock in the occurrence event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance under this Indenture. The Company will comply with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of the Securities conflict with the Notes pursuant to a Change of Control Offer Offer. To the extent that the provisions hereofof any securities laws or regulations conflict with this Section 4.15, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.15 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company shall will be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase purchase all or any part (equal to $2,000 or an 1,000 aggregate principal amount and integral multiple of $1,000 in excess multiples thereof) of that holder’s Securities the Dollar Notes on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment Payment Date at a purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, thereon to the date of repurchase and Additional Amounts, if any, on the Securities repurchased to the date of repurchase (and, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect thereof). Holders of Dollar Notes that are subject to an offer to purchase will receive a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at Offer from the Company’s option, Company prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “related Change of Control Payment Date”)Date and may elect to have such Dollar Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. The notice shall112 11. Limitation on Disposition of Assets. When the aggregate amount of Excess Proceeds from Asset Sales exceeds $5.0 million, if mailed prior the Company will be obligated, within 30 Business Days thereafter, to the date of consummation of the Change of Control, state that the make an offer to purchase the maximum principal amount of Dollar Notes, that is conditioned on the Change an integral multiple of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer$1,000, a holder shall that may be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures purchased out of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent Excess Proceeds at an offer price in cash in an amount equal to 100% of the Change aggregate principal amount thereof, plus accrued and unpaid interest thereon, plus, Additional Amounts, if any, to the date fixed for the closing of Control Payment such offer (and, subject to the right of a Holder of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating thereof). If the aggregate principal amount of Securities or portions Dollar Notes surrendered by Holders thereof exceeds the amount of such Securities being repurchased. On the Change of Control Payment DateExcess Proceeds, subject to applicable law, the Paying Agent Trustee shall payselect the Dollar Notes to be redeemed in accordance with the Indenture; provided, however, that no Dollar Notes of $1,000 or less shall be purchased in part. Holders of Dollar Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount prior to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times related purchase date and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed may elect to have breached its obligations under such Dollar Notes purchased by completing the Change form entitled "Option of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed Holders to them as set forth Elect Purchase" appearing below:.

Change of Control Offer. (i) If a Change of Control Triggering Event (defined below) occurs, unless each Lender shall have the Company has exercised its option right to redeem require the Securities as provided for herein, the Company shall be required Borrower to make terminate such Lender’s Revolving Credit Commitment pursuant to an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth hereinin this Section 2.06(c); provided that the Borrower shall not be obligated to terminate any Revolving Credit Commitment pursuant to this Section 2.06(c) in the event that it has exercised its right to terminate the Aggregate Commitments pursuant to Section 2.06(a). In a the Change of Control Offer, the Company Borrower shall be required offer to offer payment in cash equal to 101% terminate each Lender’s Revolving Credit Commitment (a “Change of Control Termination”) on a date (the aggregate principal amount “Change of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to Control Termination Date”) no earlier than the date of repurchase such Change of Control, and, in connection therewith, to prepay to such Lender on the Change in Control Termination Date its Pro Rata Share of all outstanding Loans, all unpaid interest accrued thereon to the Change in Control Termination Date, its Pro Rata Share of all Commitment Fees accrued to the Change of Control Termination Date, a fee equal to one percent (1%) of the amount of the reduction of such Lender’s Revolving Credit Commitment, and all other Obligations due and owing to such Lender (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice to each Lender describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering stating: (A) that the Change of Control Offer is being made pursuant to repurchase this Section 2.06(c); (B) the Change of Control Termination Date and the Change of Control Payment; (C) that any Lender electing to have its Revolving Credit Commitments terminated will be required to notify the Company of such Securities election no later than the third Business Day preceding the Change of Control Termination Date; and (D) that any Lender will be entitled to withdraw its election if the Company receives, not later than the close of business on the date specified in Business Day preceding the noticeChange of Control Termination Date, which date a notice that such Lender is withdrawing its election to have its Revolving Credit Commitments terminated. The Change of Control Termination Date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed given. (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. ii) On the Change of Control Payment Termination Date, the Revolving Credit Commitments of any Lender who has elected to have its Revolving Credit Commitments terminate and has not withdrawn such election shall automatically terminate, and the Company shall, shall pay to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Lender its Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Payment.

Change of Control Offer. If a Change of Control Triggering Event (defined below) with respect to the Notes occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of such Notes will have the Securities right to require the Issuer to repurchase all or or, at the holder’s option, any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such holder’s Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment in cash repurchase price equal to 101% of the aggregate principal amount of Securities the Notes to be repurchased, plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Securities repurchased repurchase date. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Gross Proceeds (before expenses and deduction of the underwriting discount) to the date of repurchase Issuer: $496,815,000 Underwriting Discount: 0.650% Net Proceeds (before expenses) to the Issuer: $493,565,000 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC BofA Securities, Inc.X.X. Xxxxxx Securities LLCRBC Capital Markets, LLC Senior Co-Managers: Citigroup Global Markets Inc.Citizens JMP Securities, LLCKeyBanc Capital Markets Inc.U.S. Bancorp Investments, Inc. Co-Managers: Barclays Capital Inc.Deutsche Bank Securities Inc.Xxxxxxx Xxxxx & Co. LLCMorgan Xxxxxxx & Co. LLC CUSIP / ISIN: 30190A AG9 / US30190AAG94 *A securities rating is not a “Change of Control Payment”)recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement The rating of the transaction Notes should be evaluated independently from ratings of other securities. **It is expected that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders delivery of the Securities a notice describing Notes will be made on or about October 4, 2024, which will be the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on third business day (T+3) following the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”)hereof. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by bookUnder Rule 15c6-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 1 under the Securities Exchange Act or of 1934, trades in the secondary market generally are required to settle in one business day (T+1), unless the parties to any other securities laws or regulations thereunder that are applicable in connection with such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the repurchase of Notes more than one business day prior to the Securities conflict with the Change of Control Offer provisions hereofscheduled settlement date will be required, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of the fact that the Notes will initially settle in T+3, to specify an alternative settlement arrangement at the time of any such conflicttrade to prevent a failed settlement. For purposes Purchasers of the Change Notes who wish to trade the Notes more than one business day prior to the scheduled settlement date should consult their own advisors. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of Control Offer, the following have the meanings ascribed to them as set forth below:this communication being sent by Bloomberg or another email system.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a “the "Change of Control Offer”) to each holder of "), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a "Change of Control OfferPayment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased thereon to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall remain open for at least 20 Business Days and until the close of business on or the Business Day prior to the Change of Control Payment Date. In order Within 30 days following the date upon which a Change of Control occurs (the "Change of Control Date"), the Issuer shall send, by first class mail, a notice to accept any each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s . The notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer's obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this SECTION 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this SECTION 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company shall notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to purchase (the "Change of Control Offer") the Notes at a purchase price equal to 100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company also shall (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jxxxx News Service or similar business news service in the United States and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of the Notes, at his address appearing in the register of the Notes maintained by the Registrar, a notice stating: (1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment, provided that a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option occurred and otherwise subject to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms and conditions set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase ; (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute 2) the Change of Control Triggering Event Purchase Price and offering to repurchase such Securities on the purchase date specified in the notice, (which date shall be a Business Day no earlier than 30 days and no later than 60 50 days from the date such notice is mailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (a “the "Change of Control Payment Date”"). The notice shall; (3) that any Note not tendered will continue to accrue interest; (4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that the offer any Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased; (7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Article 3, in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In order such event, the Company shall have the option, to accept any be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in which case the Company’s notice of such then outstanding Change of Control Offer as well as the applicable procedures shall be deemed to be null and void and of the Depositaryno further effect. On the Change of Control Payment Date, the Company shall, to the extent lawful: shall (ia) accept for payment all Securities Notes or portions of such Securities properly thereof tendered pursuant to the Change of Control Offer; , (iib) deposit with the Paying Agent an amount equal money sufficient to pay the Change of Control Payment in respect purchase price of all Securities Notes or portions of such Securities properly tendered; thereof so tendered and (iiic) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities being repurchasedthereof tendered to the Company. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited by the Company for such purpose, promptly mail to each holder of Securities properly tendered Notes so accepted payment in an amount equal to the Change of Control Payment purchase price for such SecuritiesNotes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book-entry) to each such holder a new Security Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such holder’s Securities surrenderednew Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Company There shall not be required no purchase of any Notes pursuant to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities this covenant if there has occurred and is continuing (prior to, on or after, as the case may be, the tender of such Notes pursuant to the Change of Control Payment Date Offer, by the holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Indenture or (b) held by it during the continuance of an Event of Default under the Indenture, (other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventPurchase Price with respect to such Notes). To In the extent event that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed is required to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the make a Change of Control Offer, the following have Company will comply with all applicable tender offer rules including Rule 14e-1 under the meanings ascribed Exchange Act, to them as set forth below:the extent applicable.

Change of Control Offer. (a) If a Change of Control Triggering Repurchase Event (defined below) occurs, unless the Company has exercised its option right to redeem all of the Securities as provided for herein, Senior Notes on or prior to the Company shall be required to make an offer (a “date that is 30 days following such Change of Control Offer”) Repurchase Event, each Holder will have the right to each holder of require the Securities Company to repurchase all or any part (equal to $2,000 or an €100,000 and integral multiple multiples of $€1,000 in excess thereof) of that holdersuch Holder’s Securities on Senior Notes (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment ”) at a purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased, the Senior Notes plus accrued and unpaid interest, if any, on the Securities repurchased to to, but excluding, the date of repurchase (a subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). ; provided that after giving effect to the repurchase, any notes that remain outstanding shall have a denomination of €100,000 or integral multiples of €1,000 in excess thereof. (b) Within 30 days following any Change of Control Triggering Event Repurchase Event, or, at the Company’s option, prior to any Change of Control (defined below), but after any public announcement of the transaction that constitutes or may constitute the Change of Control, unless the Company shall has exercised its right to redeem all of the Senior Notes, the Company will mail with a copy to the Trustee or cause the Trustee to be mailed to holders mail a notice by first-class mail (or otherwise deliver in accordance with the applicable procedures of the Securities Depository) to each Holder, stating: (i) that such Change of Control Repurchase Event has occurred (or, in the case of a notice describing provided prior to a Change of Control but after a public announcement of the transaction that constitutes or may constitute the a Change of Control, that such Change of Control Triggering Repurchase Event is expected to occur) and offering that such Holder has the right to require the Company to repurchase such Securities Holder’s Senior Notes at a purchase price in cash equal to 101% of the outstanding principal amount of the Senior Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); (ii) the date specified in the notice, of repurchase (which date shall be no earlier than 30 15 days and no nor (except to the extent that such notice is conditioned on the occurrence of the Change of Control Repurchase Event) later than 60 days from the date the Change of Control Offer is mailed, other than as may be required by law), which date, in a notice conditioned on the occurrence of a Change of Control Event, may be designated by reference to the date that such notice condition is mailed satisfied, rather than a specific date (a the “Change of Control Payment Date”). The ; (iii) the procedures determined by the Company, consistent with the Indenture, that a holder must follow in order to have its notes repurchased; and (iv) the notice shallwill, if mailed or otherwise delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring occurring. (c) If the Change of Control Payment Date is on or prior after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Senior Note is registered at the close of business on such Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Payment Date. Offer. (d) The Company will not be required to make the Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, 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 Company and repurchases all Senior Notes validly tendered and not withdrawn under the Change of Control Offer. (e) In order to accept connection with any Change of Control OfferOffer for the Senior Notes, a holder shall be required to comply with instructions for tendering contained if Holders of not less than 90% in aggregate principal amount of the outstanding Senior Notes validly tender and do not withdraw such Senior Notes in such tender offer and the Company’s , or any third party making such tender offer in lieu of the Company as described above, purchases all such Senior Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 but not more than 60 days’ notice mailed, or delivered electronically if such notes are held by Euroclear or Clearstream, by the Company to each holder of such Senior Notes (provided, that such notice is given not more than 30 days following the repurchase date pursuant to such Change of Control Offer as well as Offer), to redeem all the Senior Notes that remain outstanding following such purchase at a price in cash equal to 101% of the outstanding principal amount of the Senior Notes plus accrued and unpaid interest, if any, to, but excluding, the applicable procedures Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (f) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act in connection with the repurchase of Senior Notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Depositary. Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict. (g) On the Change of Control Payment Date, the Company shallwill, to the extent lawful: : (i) accept for payment all Securities Senior Notes or portions of such Securities Senior Notes (equal to €100,000 and integral multiples of €1,000 in excess thereof) properly tendered and not properly withdrawn pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Senior Notes or portions of such Securities properly Senior Notes so tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities properly Senior Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Senior Notes or portions of such Securities Senior Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited repurchased by the Company for such purpose, to each holder of Securities properly tendered Company. (h) For the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offerthis Section, the following terms have the meanings ascribed to them as set forth belowfollowing meanings:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursSuch notice shall state, unless the Company has exercised its option to redeem the Securities as provided for hereinamong other things, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or third Business Day prior to the Change of Control Payment Date. In order to accept If the Company or a Restricted Subsidiary consummates any Change of Control OfferAsset Sales, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Dateunder certain circumstances, the Company shall, is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Net Proceeds Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities offer to purchase, on a pro rata basis, the maximum amount of Notes and, if there has occurred and is continuing on it so elects, such other Senior Subordinated Debt that may be purchased with the Change Net Proceeds Offer Amount at a price equal to 100% of Control Payment Date an Event of Default under the Indenturetheir principal amount (or, other than a default in the payment event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the Change accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of Control Payment upon a Change purchase, in accordance with the procedures set forth in the Indenture (or, in respect of Control Triggering Eventsuch other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the requirements aggregate amount of Rule 14e-1 under Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Net Proceeds Offer provisions hereofAmount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Trustee shall comply with those securities laws select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and regulations and shall not be deemed may elect to have breached its obligations under such Notes purchased by completing the Change form entitled “Option of Control Offer provisions Holder to Elect Purchase” on the reverse of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Notes.

Change of Control Offer. If (a) In the event of a Change of Control Triggering Event Control, which event shall constitute a triggering event and thus an event of failure under the terms of this Indenture within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinCanada), the Company shall be required to Issuers will make an offer to repurchase (a the “Change of Control Offer”) to each holder of Holder’s outstanding Notes at a purchase price (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Payment Date (as defined) in accordance with the procedures set forth below. (b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the occurrence of a Change of Control, the Company shall Issuers will mail or cause to be mailed to holders of the Securities Trustee and each Holder a notice describing the transaction stating: (1) that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Section 4.18 and offering to repurchase such Securities on that all Notes tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date specified in the notice, (which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall); (3) that any Note not tendered will continue to accrue interest; (4) that, if mailed prior to unless the date of consummation Issuers default in the payment of the Change of ControlControl Purchase Price, state that the offer any Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date. In order ; (5) that Holders accepting the offer to accept any Change of Control Offer, have their Notes purchased pursuant to a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as will be required to surrender the applicable procedures Notes, with the form entitled “Option of the Depositary. Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. (c) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful: , (i1) accept for payment all Securities Notes or portions of such Securities properly thereof tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal U.S. legal tender sufficient to pay the Change of Control Payment in respect Purchase Price of all Securities Notes or portions of such Securities properly thereof so tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions thereof tendered and accepted for payment by the Issuers in accordance with this Section 4.18(c). The Paying Agent shall promptly mail to each Holder of such Securities being repurchased. On Notes so accepted payment in an amount equal to the Change of Control Payment DatePurchase Price for such Notes, and the Issuers shall execute and issue, the Paying Agent Guarantors shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securitiesendorse thereon their Guarantee, and the Trustee will shall promptly authenticate and mail (or cause make available for delivery to be transferred by book-entry) to each holder such Holder, a new Security Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such holder’s Securities surrenderednew Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof. The Company shall Issuers will publicly announce the results of the Change of Control Offer on the Change of Control Payment Date. (d) Prior to complying with any of the procedures of this Section 4.18, but in any event within 30 days following any Change of Control, the Issuers covenant to: (1) repay in cash in full all Obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Issuers of the Notes upon a Change of Control in compliance with the terms of this Section 4.18 or offer to repay in cash in full all Obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay the Senior Indebtedness owed to each such lender who has accepted such offer; or (2) obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above. The Issuers must first comply with the covenant described in the preceding sentence before they will be required to purchase Notes in the event of a Change of Control; provided that the Issuers’ failure to comply with the covenant described in the preceding sentence will constitute an Event of Default described in clause (c) under Section 6.01. (e) In addition, (1) if any Issuer or any Guarantor has outstanding any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees or has any Preferred Stock outstanding and such Issuer or such Guarantor is required to make a change of control offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, such Issuer or such Guarantor will not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuers have paid the Change of Control Purchase Price to the Holders that have accepted the Issuers’ Change of Control Offer and must otherwise have consummated the Change of Control Offer and (2) the Issuers and the Guarantors will not issue Indebtedness that is subordinated in right of payment to the Notes or the Guarantees and will not issue any Preferred Stock, as applicable, with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change in Control. (f) The Issuers will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer of this Indenture applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Securities of the Notes or portions of the Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that Offer. (g) The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed Notes pursuant to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the a Change of Control Offer, . To the following have extent that the meanings ascribed to them as set forth below:provisions of any securities laws or regulations conflict with this

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Holder shall have the right to require that the Company has exercised its option purchase all or a portion of such Holder’s Securities in cash pursuant to redeem the Securities as provided for herein, offer described below (the Company shall be required to make an offer (a “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. (b) Prior to each holder the mailing of the notice referred to below, but in any event within 30 days following the date on which the Company becomes aware that a Change of Control has occurred (the “Change of Control Date”), the Company covenants that if the purchase of the Securities would violate or constitute a default under any other Indebtedness of the Company, then the Company shall, to repurchase the extent needed to permit such purchase of Securities, either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, under any such Indebtedness to permit the purchase of the Securities as provided below. The Company shall first comply with the covenant in the preceding sentence before it will be required to make the Change of Control Offer or purchase the Securities pursuant to the provisions described below. (c) Within 30 days following the date on which the Company becomes aware that a Change of Control has occurred, the Company must send, by first class mail, postage prepaid, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Securities validly tendered and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law) (the “Change of Control Payment Date”); (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Security purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent and Registrar for the Securities at the address specified in the notice prior to the close of business on the Business Day prior to the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; (7) that Holders whose Securities are purchased only in part (shall be issued new Securities in a principal amount equal to $2,000 or an integral multiple the unpurchased portion of the Securities surrendered; provided, however, that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof; and (8) the circumstances and relevant facts regarding such Change of Control. (d) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Securities or portions thereof (in excess thereofintegral multiples of $1,000) validly tendered pursuant to the Change of that holder’s Control Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 cash in U.S. dollars or United States Government Obligations sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Securities on so tendered and (iii) deliver to the terms set forth hereinTrustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof being purchased by the Company. In Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Securities equal in principal amount to any unpurchased portion of the Securities surrendered. Upon the payment of the purchase price for the Securities accepted for purchase, the Trustee shall return the Securities purchased to the Company for cancellation. Any monies remaining after the purchase of Securities pursuant to a Change of Control Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Eight. For purposes of this Section 4.15, the Trustee shall, except with respect to monies owed as obligations to the Trustee pursuant to Article Eight, act as the Paying Agent. (e) 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 such laws and regulations are applicable in connection with the purchase of the Securities pursuant to a Change of Control Offer. To the extent the provisions of any such rule conflict with the provisions of this Indenture relating to a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice provisions of such rule and be deemed not to have breached its obligations relating to such Change of Control Offer as well as the applicable procedures by virtue thereof. (f) Paragraphs (a)-(e) of the Depositary. On the Change of Control Payment Datethis Section 4.15 notwithstanding, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon if, instead, the occurrence of Company elects to effect a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise Redemption in compliance with the requirements for an offer made by listed on the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In additionin Exhibit A hereof. (g) Paragraphs (a)-(f) notwithstanding, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon be required to make a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act Offer or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the a Change of Control Offer provisions hereof, Redemption in the event of (i) changes in a majority of the board of directors of the Company shall comply or LIN TV so long as a majority of such board of directors continues to consist of Continuing Directors and (ii) certain transactions with those securities laws Permitted Holders (including Hxxxx Muse, its officers and regulations directors, and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:their respective Affiliates).

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Notes, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes, the Company shall Issuer will be required to make an offer (a “Change of Control Offer”) to each holder of purchase all or, at the Securities to repurchase all or Holder’s option, any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities on the terms set forth hereinNotes pursuant to a Change of Control Offer. In a the Change of Control Offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchasedNotes to be purchased, plus accrued and unpaid interest, if any, on the Securities repurchased to Notes purchased, to, but not including, the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orwith respect to the Notes, at unless the Company’s option, prior Issuer has exercised its right to any Change of Control (defined below), but after public announcement of redeem the transaction that constitutes or may constitute the Change of ControlNotes as described above, the Company Issuer shall mail mail, or cause to be mailed to holders of deliver electronically if held by the Securities Depository, a notice to Holders, with a copy to the Trustee for the Notes, describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities purchase the Notes (a “Change of Control Offer”) on the date specified in the notice, which date shall will be no earlier than 30 days 10 and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior pursuant to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be procedures required to comply with instructions for tendering contained by this Indenture and described in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the Change of Control Payment Date, the Company shallIssuer will be required, to the extent lawful: , to: (i1) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchasedpurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited will be required to promptly mail or transfer by the Company for such purposewire, to each holder of Securities Holder who properly tendered Notes or portions thereof, the Change of Control Payment purchase price for such SecuritiesNotes or portion thereof, and the Trustee will shall be required to promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder such Holder a new Security Note equal in principal amount to any unpurchased portion of such holder’s Securities the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party another Person makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party such Person purchases all Securities Notes or portions thereof properly tendered and not withdrawn under its offer. In additionthe event that such Person terminates or defaults its offer, the Company shall not repurchase any Securities Issuer will be required to make a Change of Control Offer (and if there has occurred and is continuing on the date of such termination or default occurs after the Change of Control Payment Date an Event Triggering Event, the date of Default under such termination or default will be treated as though it were the Indenture, other than a default in the payment date of the Change of Control Payment upon Triggering Event). At the Issuer’s option, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and be conditional upon such Change of Control Triggering Event, if a definitive agreement is in place in respect of the Change of Control at the time of the making of the Change of Control Offer. If Holders of not less than 90% in the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any other Person making such Change of Control Offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer will have the right, upon notice given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date). The Trustee shall have no duty to determine whether a Change of Control Triggering Event (or any component thereof) shall have occurred. The Issuer shall comply with the requirements of applicable securities laws and regulations in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.08, the Company Issuer shall comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.08 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:conflicts.

Change of Control Offer. If a Upon the occurrence of any Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased thereon to the date of repurchase (a “Change of Control Payment”)Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Within 30 days following any Change of Control Triggering Event or, at (the Company’s option, prior to any “Change of Control (defined belowDate”), but after public announcement the Issuer will mail, or caused to be mailed, to the holders a Change of Control Offer: (1) describing the transaction or transactions that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and ; (2) offering to repurchase such Securities purchase, pursuant to the procedures required by the Indenture and described in the notice, on the a date specified in the notice, notice (which date shall be no a business day not earlier than 30 days and no nor later than 60 days from the date such the notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on mailed) and for the Change of Control Triggering Event occurring on or prior Purchase Price, all Notes properly tendered by such holder pursuant to the Change of Control Payment Date. In order to accept any such Change of Control Offer, a holder shall be required ; and (3) describing the procedures that holders must follow to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with . The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer will publicly announce the Paying Agent an amount equal to results of the Change of Control Payment in respect Offer on or as soon as practicable after the date of all Securities or portions purchase. Any amounts remaining after the purchase of such Securities properly tendered; and (iii) deliver or cause Notes pursuant to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the a Change of Control Payment Date, the Paying Agent Offer shall pay, from funds deposited be returned by the Company for such purpose, Trustee to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of any Change of Control, unless the Issuer shall have given a notice of redemption for 100% of the aggregate principal amount of Notes outstanding, each Holder shall have the right to require that the Issuer purchase that Holder’s Notes for a cash price (the “Change of Control Triggering Event (defined belowPurchase Price”) occursequal to 101% of the principal amount of the Notes to be purchased, unless plus accrued and unpaid interest thereon, if any, to the Company has exercised its option to redeem the Securities as provided for hereindate of purchase. Within 30 days following any Change of Control, the Company Issuer shall mail, or caused to be mailed, to the Holders a notice: (1) describing the transaction or transactions that constitute the Change of Control; (2) offering to purchase, pursuant to the procedures required to make an offer by this Indenture and described in the notice (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any), on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, notice (which date shall be no a Business Day not earlier than 30 days and no nor later than 60 days from the date such the notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on mailed) and for the Change of Control Triggering Event occurring on or prior Purchase Price, all Notes properly tendered by such Holder pursuant to the Change of Control Payment Date. In order to accept any such Change of Control Offer, a holder shall be required ; and (3) describing the procedures that Holders must follow to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with . The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer shall publicly announce the Paying Agent an amount equal to results of the Change of Control Payment in respect Offer on or as soon as practicable after the date of all Securities or portions purchase. Any amounts remaining after the purchase of such Securities properly tendered; and (iii) deliver or cause Notes pursuant to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the a Change of Control Payment Date, the Paying Agent Offer shall pay, from funds deposited be returned by the Company for such purpose, Trustee to each holder the Issuer. Table of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holderContents -60- The Issuer’s Securities surrendered. The Company shall not be required obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event shall be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event Offer. The Issuer shall comply with applicable tender offer rules, including the requirements of Default Rule 14e-l under the Indenture, Exchange Act and any other than a default applicable laws and regulations in connection with the payment purchase of the Change of Control Payment upon Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.21, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.21 by virtue of any such conflictthis compliance. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:ARTICLE FIVE SUCCESSOR CORPORATION

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event Control, each Holder will have the right to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased interest to the date of repurchase (purchase; provided, however, that such right to require the Issuers to make a “Change of Control Payment”)Offer shall not apply to Notes with respect to which a notice of redemption has been delivered on or prior to the date such Change of Control occurs unless the Issuers default in their obligation to pay the redemption price plus accrued interest as described under Article Three. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Company must send, by first class mail (or electronic transmission), a notice to repurchase such Securities on each Holder, with a copy to the date specified in the noticeTrustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or fifth Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply Date (or in accordance with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the DepositaryDepository). On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit Notes held in book entry form shall comply with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holderDTC’s Securities surrenderedApplicable Procedures. The Company shall Issuers will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. To the extent that The Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Securities extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. . (b) In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company Issuer shall mail or cause a notice to be mailed to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the notice, which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. . (c) In order to accept any the Change of Control Offer, the Holder must deliver to the Paying Agent, at least three Business Days prior to the Change of Control Payment Date, the Note together with the form entitled “Option of Holder to Elect Purchase” (which form is annexed to the Note) duly completed, or a holder shall be required to comply with instructions for tendering contained telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the Company’s notice United States setting forth: (i) the name of such the Holder of the Note; (ii) the principal amount of the Note; (iii) the principal amount of the Note to be repurchased; (iv) the certificate number or a description of the tenor and terms of the Note; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that the Note, together with the form entitled “Option of Holder to Elect Purchase” duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date. (d) Any exercise by a Holder of its election to accept the Change of Control Offer as well as shall be irrevocable. The Change of Control Offer may be accepted for less than the applicable procedures entire principal amount of the Depositary. Notes, but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (e) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful: : (i) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; ; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and and (iii) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail . (or cause to be transferred by book-entryf) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company Issuer shall not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureIndenture with respect to the Notes, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that . (g) The Issuer shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the . (h) The Trustee has no obligation to determine whether a Change of Control Offer, Triggering Event has occurred and the following have Trustee has no obligation to provide notice to the meanings ascribed to them as set forth below:Holders of the Notes of the occurrence of any Change of Control Triggering Event.