Common use of MANDATORY PURCHASE PROVISIONS Clause in Contracts

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interest; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxx; xxd (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering Event, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating stating: (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interest; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Trigger Date, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time Eastern Standard Time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 4.14 or Section 4.14 hereof4.15, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 4.14 or Section 4.14 hereof4.15, as the case may be), the amount of accrued and unpaid interest on such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interest; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted by the Company for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset SaleSale Trigger Date, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, on such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicableapplicable to the Company, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted by the Company for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after following any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof4.14, as the case may be, the length of time the Offer shall remain open open, the amount of the Offer and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof4.14, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no or later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion por- tion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the any Purchase Date for any OfferDate, the Company shall, to the extent lawful and required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Trigger Date, accept for payment the maximum aggregate principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset SaleSale Trigger Date, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes so accepted together with an Officers' Certificate stating the Senior Notes or portions thereof tendered pursuant to the OfferCompany. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.2. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to such Senior NotesNotes as of the Purchase Date, (ii) with respect to any tendered Senior Note not accepted for pay payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note, provided that each such new Senior Note shall be in a principal amount of $1,000 or integral multiples thereof. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules Rule 14e-1 under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required and any other securities laws and regulations to be made by the Company extent such laws and regulations are applicable to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Dateany Offer. To the extent that the provisions provision of any of the securities laws or regulations con conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 10:00 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating stating: (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof4.14, as the case may be, the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Senior Notes Securities that will be accepted for payment pursuant the Company is offering to such Offer; purchase; (ii) the purchase price for the Senior Notes Securities (as set forth in Section 4.13 or Section 4.14 hereof4.14, as the case may be), the amount of accrued and unpaid interest on interest, and Liquidated Damages, if any, with respect to such Senior Notes Securities as of the purchase datedate if such date occurs after April 1, 2002, and the purchase date (which shall be no earlier than 30 days and no nor later than 40 days from the date such notice is mailed (the "Purchase Date")); ; (iii) that any Senior Note Security not accepted for payment will continue to accrue interest; , and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes Securities accepted for payment, interest shall cease to accrue on such Senior Notes Securities after the Purchase Date; ; (v) that Holders electing to tender any Senior Note Security or portion thereof will be required to surrender their Senior NoteSecurity, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note Security must tender a principal amount of at least $1,000 or integral multiples thereof; 1,000: (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, Securities if the Paying paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxSecurity purchase; xxd and (vii) that Holders whose Senior Notes Securities are accepted for payment in part will be issued Issued new Senior Notes Securities equal in principal amount to the unpurchased portion of Senior Notes Securities surrendered; : provided that only Senior Notes Securities in a principal amount of at least $1,000 or integral multiples thereof will be accepted for payment in part1,000. (b) On the Purchase Date for any OfferDate, the Company shallwill, to the extent required by this Indenture and such the Offer, : (i) in the case of an Offer resulting from a Change of Control Triggering Event, accept for payment all Senior Notes the Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, Offer, (ii) deposit with the Paying Agent an amount sufficient to purchase the aggregate purchase price lesser of all Senior Notes (a) the Securities or portions thereof accepted for payment and any accrued and unpaid interest on tendered pursuant to such Senior Notes as of the Purchase DateOffer, and (b) the maximum aggregate principal amount of Securities that the Company offered to purchase pursuant to such Offer, and (iii) deliver deliver, or cause to be delivered delivered, to the Trustee all Senior Notes Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth the name of each Holder that tendered Securities and the principal amount of the Securities or portions thereof tendered by each such Holder. (c) With respect to any Offer, if less than all of the Senior Notes Securities tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes Securities or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes Securities or portions thereof accepted for payment an amount equal to the purchase price forfor such Securities, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to such Senior NotesSecurities from April 1, 2002 to the Purchase Date if such purchase occurs after April 1, 2002, (ii) with respect to any tendered Senior Note Security not accepted for payment in whole or in part, the Trustee shall return such Senior Note Security to the Holder thereof, and (iii) with respect to any Senior Note Security accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note Security equal in principal amount to the unpurchased portion of the tendered Senior NoteSecurity. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall will comply with any tender offer rules Rule 14(e)-1 under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of and any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable other securities laws and regulations to the extent such laws and shall not be deemed regulations are applicable to have breached its obligations under this Indenture by virtue thereofany Offer. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes Securities accepted for payment, interest shall cease to accrue on such Senior Notes Securities after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes Securities until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within Subject to Section 4.13 hereof, within 30 days after any Change of Control Trigger Date or upon the Company's obligation to make an Asset Sale Trigger DateOffer pursuant to Section 4.14 (b) hereof, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that a Change of Control Offer or an offer Asset Sale Offer (each, an "Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior that all Notes that tendered will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on such Senior Notes as of the purchase dateon, and Liquidated Damages thereon, if any, and the purchase date (which shall be no earlier than 30 days and no nor later than 40 60 days from the date such notice is mailed (the "Purchase Payment Date")); (iii) that any Senior Note Notes not accepted for payment properly tendered will continue to accrue interestinterest and Liquidated Damages, if any, in accordance with the terms of this Indenture; (iv) that, unless the Company fails to deposit with defaults in the Paying Agent on payment of the Purchase Date an amount sufficient to purchase Change of Control Payment, all Senior Notes accepted for paymentpayment pursuant to the Offer, interest shall cease to accrue on such Senior Notes interest after the Purchase Payment Date; (v) that Holders electing to tender have any Senior Note or portion thereof Notes purchased pursuant to an Offer will be required to surrender their Senior Notethe Notes, with a form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry, to the Paying Agent at the address specified in the notice prior to the close of business on the fourth Business Day preceding the Purchase Payment Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxNotes purchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior the Notes surrendered; provided that only Senior Notes , which unpurchased portion must be equal to $1,000 in a principal amount of $1,000 or an integral multiples thereof will be accepted for payment in partmultiple thereof. (b) On the Purchase Date for any OfferPayment Date, the Company shall, to the extent required by this Indenture and such Offerlawful, (i) in the case of an Offer resulting from a Change of Control Triggering EventOffer, accept for payment all Senior Notes or portions thereof properly tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Offer, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess the excess Net Proceeds from the date of such Asset Sale, (ii) deposit with the Paying Agent in the case of a Change of Control Offer, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so accepted and, in the case of an Asset Sale Offer, the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase DatePayment Date (an "Asset Sale Payment"), and (iii) deliver or cause to be delivered to the Trustee all Senior the Notes tendered pursuant to so accepted together with an Officers' Certificate stating the Offeraggregate principal amount of Notes or portions thereof being purchased by the Company. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the The Paying Agent shall promptly mail to each Holder of Notes so tendered either the Change of Control Payment or the Asset Sale Payment, whichever the case may be, for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the any unpurchased portion of the tendered Senior NoteNotes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Offer on or as soon as practicable after the Payment Date. (ed) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Payment Date. (fe) The Company shall comply with any tender offer rules the requirements of Rule 14e-1 under the Exchange Act which may then be applicable, including Rule 14e-1, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with an Offer required to be made by the Company to repurchase of the Senior Notes as a result of in connection with a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereofSale. (gf) With respect to any Offer, if the Company deposits prior to 10 a.m. 12:00 noon New York City time with the Paying Agent on the Purchase Payment Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Payment Date; provided, however, that if the Company fails to deposit such amount on the Purchase Payment Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company Holdings shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof4.14, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof4.14, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company Holdings fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted by Holdings for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 500 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission (receipt of which a Trust Officer has acknowledged) or letter setting forth the name of the Holder, the principal amount (or, if prior to September 15, 2004, the Accreted Value) of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount at maturity to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 500 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company Holdings shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount (or, if prior to September 15, 2004, the Accreted Value) of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset SaleSale Trigger Date, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the CompanyHoldings, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount at maturity to the unpurchased portion of the tendered Senior Note. (e) The Company will Holdings shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company Holdings shall comply with any tender offer rules under the Exchange Act which may then be applicableapplicable to Holdings, including Rule 14e-1, in connection with an Offer required to be made by the Company Holdings to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company Holdings shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company Holdings deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted by Holdings for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company Holdings fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder holder at such Holderholder's registered address stating stating: (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interest; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxx; xxd (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Trigger Date, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of the Excess Proceeds from such Asset SaleProceeds, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating stating: (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior PIK Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior PIK Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior PIK Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior PIK Note not accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior PIK Notes accepted for payment, interest shall cease to accrue on such Senior PIK Notes after the Purchase Date; (v) that Holders electing to tender any Senior PIK Note or portion thereof will be required to surrender their Senior PIK Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior PIK Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior PIK Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have such Senior PIK Note purchasxxpurchased; xxd and (vii) that Holders whose Senior PIK Notes are accepted for payment in part will be issued new Senior PIK Notes equal in principal amount to the unpurchased portion of Senior PIK Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior PIK Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Trigger Date, accept for payment the maximum principal amount of Senior PIK Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior PIK Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior PIK Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior PIK Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior PIK Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior PIK Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior PIK Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to, such Senior PIK Notes, (ii) with respect to any tendered Senior PIK Note not accepted for payment in whole or in part, the Trustee shall return such Senior PIK Note to the Holder thereof, and (iii) with respect to any Senior PIK Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior PIK Note equal in principal amount to the unpurchased portion of the tendered Senior PIK Note. The Trustee shall not be responsible for any interest payments that have ceased to accrue in accordance with the terms of this Section 3.08. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior PIK Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior PIK Notes accepted for payment, interest shall cease to accrue on such Senior PIK Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior PIK Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating stating: (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof4.14, as the case may be, the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Senior Notes Securities that will be accepted for payment pursuant the Company is offering to such Offer; purchase; (ii) the purchase price for the Senior Notes Securities (as set forth in Section 4.13 or Section 4.14 hereof4.14, as the case may be), the amount of accrued and unpaid interest on such Senior Notes Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no nor later than 40 days from the date such notice is mailed (the "Purchase Date")); ; (iii) that any Senior Note Security not accepted for payment will continue to accrue interest; ; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes Securities accepted for payment, interest shall cease to accrue on such Senior Notes Securities after the Purchase Date; ; (v) that Holders electing to tender any Senior Note Security or portion thereof will be required to surrender their Senior NoteSecurity, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note Security must tender a principal amount of $1,000 or integral multiples thereof; ; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, Securities if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxSecurity purchased; xxd and (vii) that Holders whose Senior Notes Securities are accepted for payment in part will be issued Issued new Senior Notes Securities equal in principal amount to the unpurchased portion of Senior Notes Securities surrendered; provided that only Senior Notes Securities in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any OfferDate, the Company shallwill, to the extent required by this Indenture and such the Offer, : (i) in the case of an Offer resulting from a Change of Control Triggering Event, accept for payment all Senior Notes the Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, Offer, (ii) deposit with the Paying Agent an amount sufficient to purchase the aggregate purchase price lesser of all Senior Notes (a) the Securities or portions thereof accepted for payment and any accrued and unpaid interest on tendered pursuant to such Senior Notes as of the Purchase DateOffer, and (b) the maximum aggregate principal amount of Securities that the Company offered to purchase pursuant to such Offer, and (iii) deliver deliver, or cause to be delivered delivered, to the Trustee all Senior Notes Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth the name of each Holder that tendered Securities and the principal amount of the Securities or portions thereof tendered by each such Holder. (c) With respect to any Offer, if less than all of the Senior Notes Securities tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes Securities or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior NotesSecurities, (ii) with respect to any tendered Senior Note Security not accepted for payment in whole or in part, the Trustee shall return such Senior Note Security to the Holder thereof, and (iii) with respect to any Senior Note Security accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note Security equal in principal amount to the unpurchased portion of the tendered Senior NoteSecurity. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall will comply with any tender offer rules Rule 14e-1 under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of and any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable other securities laws and regulations to the extent such laws and shall not be deemed regulations are applicable to have breached its obligations under this Indenture by virtue thereofany Offer. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes Securities accepted for payment, interest shall cease to accrue on such Senior Notes Securities after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes Securities until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating stating: (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Trigger Date, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. The Trustee shall not be responsible for any interest payments that have ceased to accrue in accordance with the terms of this Section 3.08. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after following any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to ----- Section 4.13 4.10 or Section 4.14 hereof4.11, as the case may be, the length of time the Offer shall remain open open, the amount of the Offer and the maximum aggregate principal amount of Senior Subordinated Exchange Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Subordinated Exchange Notes (as set forth in Section 4.13 4.10 or Section 4.14 hereof4.11, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior Subordinated Exchange Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no or later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Subordinated Exchange Note not accepted for ------------- payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Subordinated Exchange Notes accepted for payment, interest shall cease to accrue on such Senior Subordinated Exchange Notes after the Purchase Date; (v) that Holders electing to tender any Senior Subordinated Exchange Note or portion thereof will be required to surrender their Senior Subordinated Exchange Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Subordinated -------- Exchange Note must tender a principal amount of $1,000 or integral multiples thereof; , (vi) that Holders will be entitled to withdraw their election to tender Senior Subordinated Exchange Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Subordinated Exchange Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Subordinated Exchange Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Subordinated Exchange Notes are accepted for payment in part will be issued new Senior Subordinated Exchange Notes equal in principal amount to the unpurchased portion of Senior Subordinated Exchange Notes surrendered; provided that only Senior Subordinated -------- Exchange Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering Event, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within Subject to Section 4.13 hereof, within 30 days after any Change of Control Trigger Date or upon the Company's obligation to make an Asset Sale Trigger DateOffer pursuant to Section 4.14 (b) hereof, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that a Change of Control Offer or an offer Asset Sale Offer (each, an "Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior that all Notes that tendered will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof, as the case may be), the amount of accrued and unpaid interest on such Senior Notes as of the purchase dateon, and Liquidated Damages thereon, if any, and the purchase date (which shall be no earlier than 30 days and no nor later than 40 60 days from the date such notice is mailed (the "Purchase Payment Date")); (iii) that any Senior Note Notes not accepted for payment properly tendered will continue to accrue interestinterest and Liquidated Damages, if any, in accordance with the terms of this Indenture; (iv) that, unless the Company fails to deposit with defaults in the Paying Agent on payment of the Purchase Date an amount sufficient to purchase Change of Control Payment, all Senior Notes accepted for paymentpayment pursuant to the Offer, interest shall cease to accrue on such Senior Notes interest after the Purchase Payment Date; (v) that Holders electing to tender have any Senior Note or portion thereof Notes purchased pursuant to an Offer will be required to surrender their Senior Notethe Notes, with a form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry, to the Paying Agent at the address specified in the notice prior to the close of business on the fourth Business Day preceding the Purchase Payment Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxNotes purchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior the Notes surrendered; provided that only Senior Notes , which unpurchased portion must be equal to $1,000 in a principal amount of $1,000 or an integral multiples thereof will be accepted for payment in partmultiple thereof. (b) On the Purchase Date for any OfferPayment Date, the Company shall, to the extent required by this Indenture and such Offerlawful, (i) in the case of an Offer resulting from a Change of Control Triggering EventOffer, accept for payment all Senior Notes or portions thereof properly tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset SaleSale Offer, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from the date of such Asset Sale, (ii) deposit with the Paying Agent in the case of a Change of Control Offer, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so accepted and, in the case of an Asset Sale Offer, the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase DatePayment Date (an "Asset Sale Payment"), and (iii) deliver or cause to be delivered to the Trustee all Senior the Notes tendered pursuant to so accepted together with an Officers' Certificate stating the Offeraggregate principal amount of Notes or portions thereof being purchased by the Company. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof. (d) Promptly after consummation of an Offer, (i) the The Paying Agent shall promptly mail to each Holder of Notes so tendered either the Change of Control Payment or the Asset Sale Payment, whichever the case may be, for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the any unpurchased portion of the tendered Senior NoteNotes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Offer on or as soon as practicable after the Payment Date. (ed) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Payment Date. (fe) The Company shall comply with any tender offer rules the requirements of Rule 14e-1 under the Exchange Act which may then be applicable, including Rule 14e-1, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with an Offer required to be made by the Company to repurchase of the Senior Notes as a result of in connection with a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereofSale. (gf) With respect to any Offer, if the Company deposits prior to 10 a.m. 12:00 noon New York City time with the Paying Agent on the Purchase Payment Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Payment Date; provided, however, that if the Company fails to deposit such amount on the Purchase Payment Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof4.14, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof4.14, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset SaleSale Trigger Date, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 or Section 4.14 hereof4.14, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 or Section 4.14 hereof4.14, as the case may be), the amount of accrued and unpaid interest on on, such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interest; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset SaleSale Trigger Date, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.

MANDATORY PURCHASE PROVISIONS. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder at such Holder's registered address stating (i) that an offer ("Offer") is being made pursuant to Section 4.13 4.14 or Section 4.14 hereof4.15, as the case may be, the length of time the Offer shall remain open and the maximum aggregate principal amount of Senior Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price for the Senior Notes (as set forth in Section 4.13 4.14 or Section 4.14 hereof4.15, as the case may be), the amount of accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to, such Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days and no later than 40 days from the date such notice is mailed (the "Purchase Date")); (iii) that any Senior Note not accepted for payment will continue to accrue interestinterest and Liquidated Damages, if any; (iv) that, unless the Company fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Senior Notes accepted by the Company for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; (v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Purchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw their election to tender Senior Notes, if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Senior Note purchasxxpurchased; xxd and (vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered; provided that only Senior Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part. (b) On the Purchase Date for any Offer, the Company shall, to the extent required by this Indenture and such Offer, (i) in the case of an Offer resulting from a Change of Control Triggering EventControl, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from an Asset Sale, accept for payment the maximum principal amount of Senior Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset SaleSale Trigger Date, (ii) deposit with the Paying Agent the aggregate purchase price of all Senior Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Senior Notes as of the Purchase Date, and (iii) deliver or cause to be delivered to the Trustee all Senior Notes tendered pursuant to the Offer. (c) With respect to any Offer, if less than all of the Senior Notes tendered pursuant to an Offer are to be purchased by the Company, the Trustee shall select on the Purchase Date the Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.02 hereof3.02. (d) Promptly after consummation of an Offer, (i) the Paying Agent shall mail (or cause to be transferred by book entry) to each Holder of Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to such Senior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note. (e) The Company will shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (f) The Company shall comply with any tender offer rules under the Exchange Act which may then be applicableapplicable to the Company, including Rule 14e-1, in connection with an Offer required to be made by the Company to repurchase the Senior Notes as a result of a Change of Control Trigger Date or an Asset Sale Trigger Date. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. (g) With respect to any Offer, if the Company deposits prior to 10 a.m. New York City time with the Paying Agent on the Purchase Date an amount in available funds sufficient to purchase all Senior Notes accepted by the Company for payment, interest shall cease to accrue on such Senior Notes after the Purchase Date; provided, however, that if the Company fails to deposit such amount on the Purchase Date, interest shall continue to accrue on such Senior Notes until such deposit is made.