Common use of OFFER TO PURCHASE UPON A CHANGE OF CONTROL Clause in Contracts

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control (the date of the last event required for a Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Purchase Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but unpaid interest, if any, to the date of purchase of such Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company shall comply with the applicable securities laws and shall not be deemed to have breached its obligations under this covenant by virtue of such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon In connection with the occurrence of a Change of Control (Control, the date Corporation shall make an offer to purchase all of the last event required for shares of Series A outstanding (a “Change of Control to be effected hereinafter referred to as Offer”) on the "terms set forth in this Section 7. The Change of Control Date"Offer shall be made in compliance with all applicable laws, including, without limitation (if applicable), each Holder of the Notes shall have the right to require the Company to purchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Purchase Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but unpaid interest, if any, to the date of purchase of such Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 Regulation 14E and 14D under the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controllaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantSection 7, the Company Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this covenant Section 7 by virtue of such compliancethereof. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required No sooner than fifteen (15) days and within that time period, as soon as reasonably practicable, prior to make a Purchase Offer upon the occurrence consummation, or anticipated consummation, of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this sectionControl, the Company Corporation shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following commence the Change of Control Date, the Company shall send, Offer by first class mail, a notice of such event mailing to each holder of the Holders, with shares of Series A a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Change of Control Offer, and shall state: (1i) that the Change of Control Offer is being made pursuant to this Section 7 and that all shares of Series A tendered will be accepted for payment subject to the consummation of the Change of Control; (ii) the Change of Control Price (as defined below) and the date until which the Corporation may accept for payment shares of Series A (the “Change of Control Payment Date”), which shall be (subject to consummation of the Change of Control) no later than forty-five (45) days after the date the Change of Control occurs; (iii) that any shares of Series A not tendered for payment pursuant to the Change of Control Offer shall continue to accrue dividends and be redeemable in accordance with the terms hereof; (iv) that, unless the Corporation defaults in the payment of the Change of Control Price, all shares of Series A accepted for payment pursuant to the Change of Control Offer shall cease to accrue dividends on the Change of Control Payment Date; (v) that any holder electing to have certificates representing shares of Series A pursuant to a Change of Control has occurred and that Offer shall be required to surrender such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% certificates representing shares of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, Series A to the date of purchase of such Notes (subject Corporation or its designated agent at the address specified in the notice prior to the right close of Holders of record business on the relevant record date to receive interest on the relevant Interest Change of Control Payment Date); (2vi) that any holder of a share of Series A shall be entitled to withdraw such election if the Corporation or its designated agent receives, not later than the close of business on the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of such shares of Series A, the number of shares of Series A such holder delivered for purchase, and a statement that such holder is withdrawing its election to have such shares of Series A purchased; (vii) that a holder whose shares of Series A are being purchased only in part shall be issued new shares of Series A for the unpurchased shares of Series A represented by any certificate surrendered; (viii) the instructions that holders must follow in order to tender their shares of Series A; and (ix) the circumstances and relevant facts regarding such Change of Control;. (3c) that On the Purchase Offer is being made pursuant to this Section 4.5 and the length Change of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Control Payment Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company Corporation shall, to the extent of funds legally available therefore and otherwise lawful, (i) , accept for payment the Notes shares of Series A tendered and not withdrawn pursuant to the Purchase Change of Control Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, Corporation shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder holder of shares of Series A so accepted payment (or pay in person any holder presenting itself at the Corporation) in an amount equal to the purchase price of the Notes tendered by for such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereonshares, and the Company unpurchased shares of Series A surrendered, if any. (d) The Corporation shall promptly issue make a new Note, and public announcement of the Trustee results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) The Corporation shall authenticate and mail not enter into any agreement providing for a Change of Control unless the agreement permits the Corporation or deliver such new Note any successor entity to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by comply with the Company to the Holder thereofprovisions hereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company shall be obligated to make an offer to purchase (an "Offer to Purchase"), and shall, subject to the date of the last event required for provisions described below, purchase, on a Change of Control to be effected hereinafter referred to as Business Day (the "Change of Control Purchase Date"), each Holder ) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes shall have the right to require the Company to at a purchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below price (the "Change of Control Purchase OfferPrice") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase thereof, plus accrued but and unpaid interest, if any, to (but excluding) the Change of Control Purchase Date. The Company shall, subject to the provisions described below, be required to purchase all Notes properly tendered in the Offer to Purchase and not withdrawn. Prior to the mailing of the notice to Holders provided for below, the Company shall (i) offer to repay in full all Indebtedness which by its terms requires repayment by the Company prior to any repurchase by the Company of the Notes and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under such Indebtedness to permit the repurchase of the Notes as provided for under this Section 10.18. If a notice has been mailed when such condition precedent has not been satisfied, the Company shall have no obligation to (and shall not) effect the purchase of Notes until such time as such condition precedent is satisfied. Failure to mail the notice on the date specified below or to have satisfied the foregoing condition precedent by the date that the Notice is required to be mailed shall in any event constitute a covenant Default under clause (5) of Section 5.01. Notice of an Offer to Purchase shall be mailed by the Company not later than the 30th day after the Change of Control to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Offer to Purchase shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the Change of Control Purchase Date. The notice, which shall govern the terms of the Offer to Purchase, shall include such disclosures as are required by law and shall state: (a) that a Change of Control has occurred and an Offer to Purchase is being made, and that, although Holders are not required to tender their Notes, all Notes that are timely tendered will be accepted for payment; (b) the purchase price (including the amount of accrued interest, if any) for each Note and the Change of Control Purchase Date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (c) that any Note not tendered for payment will continue to accrue interest in accordance with the terms thereof; (d) that any Note accepted for payment pursuant to the Offer to Purchase will cease to accrue interest on and after the Change of Control Purchase Date; (e) the instructions that Holders must follow in order to have such Holders' Notes repurchased; (f) that Holders will be entitled to withdraw their election not later than the close of business on the third Business Day preceding the Change of Control Purchase Date and the instructions that Holders must follow in order to withdraw such election; and (g) any other information necessary to enable Holders to tender their Notes and to have such Notes repurchased. On the Change of Control Purchase Date, the Company shall (i) accept for payment Notes or portions thereof validly tendered pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee all Notes so accepted together with an Officers' Certificate stating the principal amount of Notes tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. The Notes not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Offer to Purchase on or as soon as practicable after the Change of Control Purchase Date. If any Note accepted for payment is not so paid pursuant to the provisions of this covenant, then, from the Change of Control Purchase Date until the principal and interest on such Note is paid, the Company shall pay interest on the unpaid principal and, to the extent permitted by law, on any accrued but unpaid interest thereon, in each case, at the rate or rates prescribed therefor in the Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company shall comply with the applicable securities laws and shall not be deemed to have breached its obligations under this covenant by virtue of such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offeran Offer to Purchase. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon In connection with the occurrence of a Change of Control (Control, the date Corporation shall make an offer to purchase all of the last event required for shares of Series E outstanding (a “Change of Control to be effected hereinafter referred to as Offer”) on the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Purchase Offer") at an offer price terms set forth in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but unpaid interest, if any, to the date of purchase of such Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlthis Section 7. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantSection 7, the Company Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this covenant Section 7 by virtue of such compliancethereof. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required No sooner than 15 days and within that time period, as soon as reasonably practicable, prior to make a Purchase Offer upon the occurrence consummation, or anticipated consummation, of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this sectionControl, the Company Corporation shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following commence the Change of Control Date, the Company shall send, Offer by first class mail, a notice of such event delivering to each holder of the Holders, with shares of Series E a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Change of Control Offer, and shall state: (1i) that the Change of Control Offer is being made pursuant to this Section 7 and that all shares of Series E tendered will be accepted for payment subject to the consummation of the Change of Control; (ii) the Change of Control Price and the date until which the Corporation may accept for payment shares of Series E (the “Change of Control Payment Date”), which shall be (subject to consummation of the Change of Control) no later than forty-five (45) days after the date the Change of Control occurs; (iii) that any shares of Series E not tendered for payment pursuant to the Change of Control Offer shall continue to accrue dividends and be redeemable in accordance with the terms hereof; (iv) that, unless the Corporation defaults in the payment of the Change of Control Price, all shares of Series E accepted for payment pursuant to the Change of Control Offer shall cease to accrue dividends on the Change of Control Payment Date; (v) that any holder of Series E represented by stock certificates, in connection with the acceptance of a Change of Control has occurred and that Offer, shall be required to surrender such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% certificates representing shares of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, Series E to the date of purchase of such Notes (subject Corporation or its designated agent at the address specified in the notice prior to the right close of Holders of record business on the relevant record date to receive interest on the relevant Interest Change of Control Payment Date); (2vi) that any holder of a share of Series E shall be entitled to withdraw such election if the Corporation or its designated agent receives, not later than the close of business on the Change of Control Payment Date, electronic transmission or letter setting forth the name of the holder of such shares of Series E, the number of shares of Series E such holder delivered for purchase, and a statement that such holder is withdrawing its election to have such shares of Series E purchased; (vii) the instructions that holders must follow in order to tender their shares of Series E; and (viii) the circumstances and relevant facts regarding such Change of Control;. (3c) that On the Purchase Offer is being made pursuant to this Section 4.5 and the length Change of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Control Payment Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company Corporation shall, to the extent of funds legally available therefor and otherwise lawful, (i) , accept for payment the Notes shares of Series E tendered and not withdrawn pursuant to the Purchase Change of Control Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, Corporation shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder holder of shares of Series E so accepted payment (or pay in person any holder presenting itself at the Corporation) in an amount equal to the purchase price of for such shares calculated in accordance with the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereonterms hereof, and the Company unpurchased shares of Series E surrendered, if any. (d) Notwithstanding any other provisions of this Section 7 (but subject to Section 7(d)(ii)), (i) subject to the Corporation having obtained the prior written consent of the holders of a majority of the outstanding Series E and all other required approvals, including under any principal U.S. securities exchange or over-the-counter market on which the Common Stock is then listed for trading, any redemption of shares of Series E pursuant to this Section 7 may be made, in lieu of some or all of the cash redemption payment, by the issuance of shares of Common Stock having an aggregate Common Stock Price equal to the aggregate Change of Control Price of such shares of Series E being redeemed in shares of Common Stock in lieu of cash at the acceptance date; provided, that if the Corporation pays less than the total Change of Control Price in shares of Common Stock, subject to receipt of the consent and approvals referenced above, such payment in shares of Common Stock shall promptly issue a new Notebe made pro rata to the holders of shares of Series E based upon the aggregate Change of Control Price of the shares of Series E held by each holder and the remainder shall be paid in cash;, and (ii) the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion holders of such Holder's Notes surrendered. Any Note not so accepted a majority of the outstanding Series E shall be promptly mailed or delivered by entitled in their sole discretion to require the Company to redeem the Holder thereofParticipation Rights Value of each share of Series E subject to redemption pursuant to this Section 7 by the issuance of a number of shares of Common Stock (or a warrant immediately exercisable at no cost into a number of shares of Common Stock) with respect to such share of Series E equal to the product of clauses (i) and (ii) of the definition of Participation Rights Value determined as of the date of acceptance. Any such consent or election by holders of Series E shall not be effective unless given to the Company in writing not later than 10 days following delivery of the Change of Control Offer. Any failure to deliver such consent or election within such 10-day period shall be deemed to be a waiver of such holders’ right to consent or elect, in which case the Company shall be entitled to redeem such Series E (including the Participation Rights Value) in cash or shares of Common Stock at the sole election of the Company. (e) The Corporation shall make a public announcement of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (f) The Corporation shall not enter into any agreement providing for a Change of Control unless the agreement permits the Corporation or any successor entity to comply with the provisions hereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes under Section 3.1 or under Section 3.2, or unless the Change of Control (Payment Date would fall on or after the maturity date of the last event required for a Change of Control to be effected hereinafter referred to as the "Change of Control Date")Notes, each Holder of the Notes shall have the right to require the Company will make an offer to purchase all or any part (equal to $1.00 or an integral multiple thereof) a portion of such each Holder's ’s Notes for which the applicability of this Section 4.1 has been specified pursuant to the offer described below (the "Purchase “Change of Control Offer") ”), at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase tendered plus accrued but and unpaid interest, if any, up to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall be sent electronically through the Applicable Procedures of the Depositary), a notice to each Holder of Notes at such Holder’s address as it appears in the Security Register, with a copy to the Trustee and the Securities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent and instruct the Paying Agent in writing to pay an amount equal to the purchase price in respect of all Notes or portions thereof so tendered; and (c) deliver or cause to be delivered to the Securities Administrator with a copy to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. Upon deposit of the amount of the purchase price and the receipt of the written instructions of the Company specified above, the Paying Agent will promptly mail or wire to each Holder of Notes so tendered the purchase price for such Notes, and the Securities Administrator, upon instruction by the Company and in accordance with the Indenture, will promptly authenticate and mail or cause to be transferred by book entry to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this covenantthe Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this covenant the Change of Control Offer provisions of the Notes by virtue of any such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indentureconflict. The Company shall not be required Trustee and the Securities Administrator are under no obligation to make a Purchase Offer upon the occurrence of ascertain whether a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response or any event that could lead to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on occurrence of or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that could constitute a Change of Control has occurred occurred, and that such Holder has the right to require the Company to purchase such Holder's Notes at until a purchase price in cash equal to 101% responsible officer of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal Securities Administrator, as applicable, has actual knowledge or express notice to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Datecontrary, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail Securities Administrator may conclusively assume that no Change of Control or deliver other such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofevent has occurred.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company will be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof to of the date of purchase Notes tendered, plus accrued but and unpaid interestinterest and Additional Interest, if any, to but not including the Purchase Date (subject to the right of holders of the Notes on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such NotesOffer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company shall complywill not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the extent applicableCompany and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase (an “Advanced Offer to Purchase”) may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company will not be required to make another Offer to Purchase upon such Change of Control if an Advanced Offer to Purchase has already been made. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes any Offer to Purchase as a result of the Change of Controldescribed above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall will comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control (Payment Date would fall on or after the maturity date of the last event required for a Change Notes of Control to be effected hereinafter referred to as the "Change of Control Date")such series, each Holder of the Notes shall have the right to require the Company will make an offer to purchase all or any part (equal to $1.00 or an integral multiple thereof) a portion of each Holder’s Notes of such Holder's Notes series for which the applicability of this Section 4.1 has been specified pursuant to the offer described below (the "Purchase “Change of Control Offer") ”), at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof tendered, plus accrued and unpaid interest thereon, if any, up to (but excluding) the date of purchase. Within 30 days following the date upon which the Change of Control occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall be sent electronically through the Applicable Procedures of the Depositary), a notice to each Holder of Notes at such Xxxxxx’s address as it appears in the Security Register, with a copy to the Trustee and the Securities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent and instruct the Paying Agent in writing to pay an amount equal to the purchase plus accrued but unpaid interestprice in respect of all Notes or portions thereof so tendered; and (c) deliver or cause to be delivered to the Securities Administrator with a copy to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. Upon deposit of the amount of the purchase price and the receipt of the written instructions of the Company specified above, the Paying Agent will promptly mail or wire to each Holder of Notes so tendered the purchase price for such Notes, and the Securities Administrator, upon instruction by the Company and in accordance with the Indenture, will promptly authenticate and mail or cause to be transferred by book entry to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, to ; provided that each such new note will be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the date results of purchase the Change of such NotesControl Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this covenantthe Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this covenant the Change of Control Offer provisions of the Notes by virtue of any such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indentureconflict. The Company shall not be required Trustee and the Securities Administrator are under no obligation to make a Purchase Offer upon the occurrence of ascertain whether a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response or any event that could lead to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on occurrence of or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that could constitute a Change of Control has occurred occurred, and that such Holder has the right to require the Company to purchase such Holder's Notes at until a purchase price in cash equal to 101% responsible officer of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal Securities Administrator, as applicable, has actual knowledge or express notice to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Datecontrary, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail Securities Administrator may conclusively assume that no Change of Control or deliver other such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofevent has occurred.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company will be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase plus accrued but unpaid interest, if any, to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such NotesOffer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company shall complywill not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the extent applicableCompany and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company will not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlany Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall will comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change . In the event that Holders of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 10190% of the aggregate principal amount thereof then of the outstanding plus Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued but and unpaid interest, if any, interest on the Notes to the date of purchase of such Notes redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) an interest payment date that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered on or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transferredemption date). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company will be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 US$2,000 or an integral multiple of US$1,000 in excess thereof) of such each Holder's Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase plus accrued but unpaid interest, if any, to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such NotesOffer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company shall complywill not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the extent applicableCompany and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change of Control (an “Advanced Offer to Purchase”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company will not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlany Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall will comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change . In the event that Holders of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 10190% of the aggregate principal amount thereof then of the outstanding plus Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than 30 days' nor more than 60 days' prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued but and unpaid interest, if any, interest on the Notes to the date of purchase of such Notes redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) an interest payment date that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered on or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transferredemption date). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company shall be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase plus accrued but unpaid interest, if any, to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such NotesOffer to Purchase. Any Change of Control Offer shall be conducted in accordance with the procedures specified in Section 3.8. The Company shall complynot be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the extent applicableCompany and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company shall not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlany Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change . In the event that Holders of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 10190% of the aggregate principal amount thereof then of the outstanding plus Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company shall have the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued but and unpaid interest, if any, interest on the Notes to the date of purchase of such Notes redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) an interest payment date that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered on or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transferredemption date). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control (the date of the last event required for a Change of Control and subject to be effected hereinafter referred to as the "Change of Control Date"Section 3.07(c), each Holder of the Notes shall have the right to require the Company to purchase make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1.00 1,000 or an integral multiple thereofof $1,000) of such that Holder's ’s Notes pursuant to the offer described below (the "Purchase Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but and unpaid interest, if any, on the Notes repurchased to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating: (i) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Notes tendered shall be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered shall continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes. , with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; (vii) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (viii) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. (b) The Company shall comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantSection 4.13, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this covenant Section 4.13 by virtue of such compliance. (bc) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (d) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) Prior to complying with any of the provisions of this Section 4.13, but in any event within 90 days following a Change of Control, the Company shall either repay all its outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing its outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.13. (f) The Change of Control provisions described in this section shall above will be applicable notwithstanding whether or not any other provisions of this IndentureIndenture are applicable. The Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization, leveraged buy out or similar transaction which is not a Change of Control. (g) Notwithstanding anything to the contrary in this Section 4.13, the Company shall not be required to make a Purchase Change of Control Offer upon the occurrence of a Change of Control if (i) a third party (a) makes the Purchase Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company Section 4.13 and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, notice of redemption has been given pursuant to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms Section 3.07 of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but Indenture unless and until there is a Default in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price payment of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofapplicable redemption price.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Issuer will be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 2,000 or an integral multiple thereofof $1,000 in excess thereof (or if a PIK Payment has been made, in denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of a Global Note constituting PIK Interest)) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the Purchase Date). For purposes of purchase plus accrued but unpaid interestthe foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such Offer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Issuer will not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if any, a definitive agreement is in place for the Change of Control at the time such Advanced Offer to the date of purchase of such NotesPurchase is made. The Company shall comply, Issuer will not be required to the extent applicable, make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlany Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall Issuer will comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change . In the event that Holders of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 10190% of the aggregate principal amount thereof then of the outstanding plus Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Issuer purchases all of the Notes held by such Holders, within 90 days of such purchase, the Issuer will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued but and unpaid interest, if any, interest on the Notes to the date of purchase of such Notes redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) an interest payment date that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered on or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transferredemption date). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control (Payment Date would fall on or after the maturity date of the last event required for a Change Notes of Control to be effected hereinafter referred to as the "Change of Control Date")such series, each Holder of the Notes shall have the right to require the Company will make an offer to purchase all or any part (equal to $1.00 or an integral multiple thereof) a portion of each Holder’s Notes of such Holder's Notes series for which the applicability of this Section 4.1 has been specified pursuant to the offer described below (the "Purchase “Change of Control Offer") ”), at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase tendered plus accrued but and unpaid interest, if any, up to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall be sent electronically through the Applicable Procedures of the Depositary), a notice to each Holder of Notes at such Holder’s address as it appears in the Security Register, with a copy to the Trustee and the Securities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent and instruct the Paying Agent in writing to pay an amount equal to the purchase price in respect of all Notes or portions thereof so tendered; and (c) deliver or cause to be delivered to the Securities Administrator with a copy to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. Upon deposit of the amount of the purchase price and the receipt of the written instructions of the Company specified above, the Paying Agent will promptly mail or wire to each Holder of Notes so tendered the purchase price for such Notes, and the Securities Administrator, upon instruction by the Company and in accordance with the Indenture, will promptly authenticate and mail or cause to be transferred by book entry to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this covenantthe Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this covenant the Change of Control Offer provisions of the Notes by virtue of any such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indentureconflict. The Company shall not be required Trustee and the Securities Administrator are under no obligation to make a Purchase Offer upon the occurrence of ascertain whether a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response or any event that could lead to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on occurrence of or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that could constitute a Change of Control has occurred occurred, and that such Holder has the right to require the Company to purchase such Holder's Notes at until a purchase price in cash equal to 101% responsible officer of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal Securities Administrator, as applicable, has actual knowledge or express notice to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Datecontrary, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail Securities Administrator may conclusively assume that no Change of Control or deliver other such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofevent has occurred.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control (the date of the last event required for a Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase all or any part (equal to $1.00 1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Purchase Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but unpaid interest, if any, to the date of purchase of such Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company shall comply with the applicable securities laws and shall not be deemed to have breached its obligations under this covenant by virtue of such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company will be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase plus accrued but unpaid interest, if any, to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such NotesOffer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company shall complywill not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the extent applicableCompany and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change of Control(an “Advanced Offer to Purchase”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company will not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlany Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall will comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change . In the event that Holders of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 10190% of the aggregate principal amount thereof then of the outstanding plus Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued but and unpaid interest, if any, interest on the Notes to the date of purchase of such Notes redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) an interest payment date that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered on or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transferredemption date). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon Pursuant to Section 10.12 of the Indenture, upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control (Payment Date would fall on or after the maturity date of the last event required for a Change Notes of Control to be effected hereinafter referred to as the "Change of Control Date")such series, each Holder of the Notes shall have the right to require the Company will make an offer to purchase all or any part (equal to $1.00 or an integral multiple thereof) a portion of Notes of such Holder's Notes series for which the applicability of this Section 4.1 has been specified pursuant to the offer described below (the "Purchase “Change of Control Offer") ”), at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase tendered plus accrued but and unpaid interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall be sent electronically through the applicable procedures of the Depositary), a notice to each Holder of Notes at such Holder’s address as it appears in the Security Register, with a copy to the Trustee and the Securities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent and instruct the Paying Agent in writing to pay an amount equal to the purchase price in respect of all Notes or portions thereof so tendered; and (c) deliver or cause to be delivered to the Securities Administrator with a copy to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions being purchased by the Company. Upon receipt of the amount of the purchase price and the receipt of the written instructions of the Company specified above, the Paying Agent will promptly mail or wire to each Holder of Notes so tendered the purchase price for such Notes, and the Securities Administrator, upon instruction by the Company and in accordance with the Indenture, will promptly authenticate and mail or cause to be transferred by book entry to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this covenantthe Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this covenant the Change of Control Offer provisions of the Notes by virtue of any such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indentureconflict. The Company shall not be required Trustee and the Securities Administrator are under no obligation to make a Purchase Offer upon the occurrence of ascertain whether a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response or any event that could lead to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on occurrence of or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that could constitute a Change of Control has occurred occurred, and that such Holder has the right to require the Company to purchase such Holder's Notes at until a purchase price in cash equal to 101% responsible officer of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal Securities Administrator, as applicable, has actual knowledge or express notice to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Datecontrary, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail Securities Administrator may conclusively assume that no Change of Control or deliver other such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofevent has occurred.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of If a Change of Control (the date of the last event required for a Change of Control to be effected hereinafter referred to as the "Change of Control Date")occurs, each Holder of the Notes shall have the right to require the Company Borrower to purchase all or any part of that Holder’s Bonds (which, if in part, shall be in an amount equal to $1.00 or an integral multiple thereofAuthorized Denomination and the non-purchased portion shall also be in an amount equal to an Authorized Denomination) of such Holder's Notes pursuant to a change of control offer on the terms set forth in this Loan Agreement (a “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer described below (the "Purchase Offer") at an offer price payment in cash equal to 101% of the aggregate principal amount thereof of Bonds purchased plus accrued and unpaid interest thereon to the date of purchase plus accrued but unpaid (a “Change of Control Payment”). Within 30 days following any Change of Control, the Trustee, at the written direction of the Borrower, shall mail a notice to each Holder stating: (i) the transaction or transactions that constitute the Change of Control; (ii) that the Change of Control Offer is being made pursuant to this Section 7.6 and that all Bonds tendered shall be accepted for payment; (iii) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed (the “Change of Control Payment Date”); (iv) that any Bond not tendered shall continue to accrue interest; (v) that, if anyunless the Borrower defaults in the payment of the Change of Control Payment, all Bonds accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (vi) that Holders electing to have any Bonds (or portions thereof in Authorized Denominations) purchased pursuant to a Change of Control Offer shall deliver an irrevocable notice in writing by the Direct Participant having the ownership interest in such Bonds to the Trustee, and such Direct Participant shall transfer on the registration books of DTC the ownership interest in such Bonds (or portions thereof in Authorized Denominations), to the date Trustee, prior to the close of purchase business on the third Business Day preceding the Change of Control Payment Date; (vii) that Holders shall be entitled to withdraw their election if the Trustee receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Bonds delivered for purchase, and a statement that such NotesHolder is withdrawing his election to have such Bonds purchased; and (viii) that Holders whose Bonds are being purchased only in part shall be issued new Bonds equal in principal amount to the unpurchased portion of the Bonds surrendered, which unpurchased portion must be equal to an Authorized Denomination. The Company Borrower shall comply, to the extent applicable, comply with the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes Bonds as a result of the a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this covenantLoan Agreement, the Company Borrower shall comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this covenant Loan Agreement by virtue of such complianceconflict. (b) The On the Change of Control Payment Date, the Borrower shall, to the extent lawful: (i) accept for payment all Bonds or portions of Bonds properly tendered pursuant to the Change of Control offer; (ii) deposit with the Trustee an amount equal to the Change of Control Payment in respect of all Bonds or portions of Bonds properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Bonds so accepted together with a Certificate of an Authorized Representative of the Borrower stating the aggregate principal amount of Bonds or portions of Bonds being purchased by the Borrower. The Trustee shall promptly mail to each Holder of Bonds properly tendered the Change of Control Payment for such Bonds, and upon receipt of a Request from the Authority, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Bond equal in principal amount to any unpurchased portion of the Bonds surrendered, if any; provided that each new Bond will be in a principal amount equal to an Authorized Denomination. The Borrower shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described in this section shall above that require the Borrower to make a Change of Control Offer following a Change of Control will be applicable notwithstanding regardless of whether any other provisions of this IndentureLoan Agreement are applicable. The Company shall Borrower will not be required to make a Purchase Change of Control Offer upon the occurrence of a Change of Control if (1) a third party (a) makes the Purchase Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture described herein applicable to a Purchase Change of Control Offer made by the Company Borrower and (b) purchases all Notes Bonds validly tendered and not withdrawn under such Purchase Offer. Change of Control Offer or (c2) If the Company shall be required to commence a Purchase Offer notice of redemption has been given pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination Indenture as described under Section 4.03 of the Indenture, unless and until there is a default in the payment of the applicable redemption price. A Change of Control Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall may be made in cash advance of a Change of Control and may be conditioned upon the occurrence of a Change of Control if a definitive agreement is in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following place for the Change of Control Date, at the Company shall send, by first class mail, a notice of such event to each of time the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofmade.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon Pursuant to Section 10.12 of the Base Indenture, upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Notes of any series under Section 3.1 or under Section 3.2, or unless the Change of Control (Payment Date would fall on or after the maturity date of the last event required for a Change Notes of Control to be effected hereinafter referred to as the "Change of Control Date")such series, each Holder of the Notes shall have the right to require the Company will make an offer to purchase all or any part (equal to $1.00 or an integral multiple thereof) a portion of each Holder’s Notes of such Holder's Notes series for which the applicability of this Section 4.1 has been specified pursuant to the offer described below (the "Purchase “Change of Control Offer") ”), at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase tendered plus accrued but and unpaid interest, if any, up to but excluding the date of purchase. Within 30 days following the date upon which the Change of Control occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will deliver, by first class mail (or while the Notes are in global form such notice shall be sent electronically through the Applicable Procedures of the Depositary), a notice to each Holder of Notes at such Xxxxxx’s address as it appears in the Security Register, with a copy to the Trustee and the Securities Administrator, which notice will govern the terms of the Change of Control Offer. Such notice will state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to tender the Notes in accordance with the terms of the Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (b) deposit with the Paying Agent and instruct the Paying Agent in writing to pay an amount equal to the purchase price in respect of all Notes or portions thereof so tendered; and (c) deliver or cause to be delivered to the Securities Administrator with a copy to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. Upon deposit of the amount of the purchase price and the receipt of the written instructions of the Company specified above, the Paying Agent will promptly mail or wire to each Holder of Notes so tendered the purchase price for such Notes, and the Securities Administrator, upon instruction by the Company and in accordance with the Indenture, will promptly authenticate and mail or cause to be transferred by book entry to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall comply, to the extent applicable, comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase repurchase of the Notes as a result of the a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this covenantthe Notes, the Company shall comply with the applicable those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this covenant the Change of Control Offer provisions of the Notes by virtue of any such compliance. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indentureconflict. The Company shall not be required Trustee and the Securities Administrator are under no obligation to make a Purchase Offer upon the occurrence of ascertain whether a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response or any event that could lead to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on occurrence of or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that could constitute a Change of Control has occurred occurred, and that such Holder has the right to require the Company to purchase such Holder's Notes at until a purchase price in cash equal to 101% responsible officer of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, to the date of purchase of such Notes (subject to the right of Holders of record on the relevant record date to receive interest on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal Securities Administrator, as applicable, has actual knowledge or express notice to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Datecontrary, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail Securities Administrator may conclusively assume that no Change of Control or deliver other such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereofevent has occurred.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company will be required to make an Offer to Purchase (the date of the last event required for a “Change of Control to be effected hereinafter referred to as the "Change of Control Date"), each Holder of the Notes shall have the right to require the Company to purchase Offer”) all or any part (equal to $1.00 2,000 or an integral multiple of $1,000 in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below at a purchase price (the "“Purchase Offer"Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereof of the Notes tendered, plus accrued and unpaid interest to but not including the Purchase Date (subject to the right of Holders on the relevant record date of purchase plus accrued but unpaid interest, if any, to receive interest due on an interest payment date falling on or prior to the date Purchase Date). For purposes of purchase the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within thirty (30) days following a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase are purchased in accordance with the terms of such NotesOffer to Purchase. Any Change of Control Offer will be conducted in accordance with the procedures specified in Section 3.8. The Company shall complywill not be required to make a Change of Control Offer if (i) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the extent applicableCompany and purchases all Notes validly tendered (and not withdrawn) under such Change of Control Offer or (ii) a notice of redemption for all of the outstanding Notes has been given pursuant to Section 3.7. An Offer to Purchase may be made in advance of a Change of Control (an “Advanced Offer to Purchase”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Advanced Offer to Purchase is made. The Company will not be required to make another Change of Control Offer if an Advanced Offer to Purchase has already been made. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controlany Offer to Purchase described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.8 or this covenantSection 4.14, the Company shall will comply with the applicable securities laws and shall regulations and will not be deemed to have breached its obligations under Section 3.8 or this covenant Section 4.14 by virtue of such compliance. (b) The Change . In the event that Holders of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this section, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice of such event to each of the Holders, with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 10190% of the aggregate principal amount thereof then of the outstanding plus Notes accept a Change of Control Offer (or Advanced Offer to Purchase) and the Company purchases all of the Notes held by such Holders, within 90 days of such purchase, the Company will have the right, upon not less than fifteen (15) days’ nor more than sixty (60) days’ prior notice, to redeem all of the Notes that remain outstanding following such purchase at the Purchase Price plus, to the extent not included in the Purchase Price, accrued but and unpaid interest, if any, interest on the Notes to the date of purchase of such Notes redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); (2) the circumstances and relevant facts regarding such Change of Control; (3) an interest payment date that the Purchase Offer is being made pursuant to this Section 4.5 and the length of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered on or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transferredemption date). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereon, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon In connection with the occurrence of a Change of Control (Control, the date Corporation shall make an offer to purchase all of the last event required for shares of Series A outstanding (a “Change of Control to be effected hereinafter referred to as Offer”) on the "terms set forth in this Section 7. The Change of Control Date"Offer shall be made in compliance with all applicable laws, including, without limitation (if applicable), each Holder of the Notes shall have the right to require the Company to purchase all or any part (equal to $1.00 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Purchase Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof to the date of purchase plus accrued but unpaid interest, if any, to the date of purchase of such Notes. The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 Regulation 14E and 14D under the Exchange Act and any the rules thereunder and all other applicable Federal and state securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Controllaws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantSection 7, the Company Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this covenant Section 7 by virtue of such compliancethereof. (b) The Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required No sooner than fifteen (15) days and within that time period, as soon as reasonably practicable, prior to make a Purchase Offer upon the occurrence consummation, or anticipated consummation, of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this sectionControl, the Company Corporation shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following commence the Change of Control Date, the Company shall send, Offer by first class mail, a notice of such event mailing to each holder of the Holders, with shares of Series A a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Change of Control Offer, and shall state: (1i) that the Change of Control Offer is being made pursuant to this Section 7 and that all shares of Series A tendered will be accepted for payment subject to the consummation of the Change of Control; (ii) the Change of Control Price (as defined below) and the date until which the Corporation may accept for payment shares of Series A (the “Change of Control Payment Date”), which shall be (subject to consummation of the Change of Control) no later than forty-five (45) days after the date the Change of Control occurs; (iii) that any shares of Series A not tendered for payment pursuant to the Change of Control Offer shall continue to accrue dividends and be redeemable in accordance with the terms hereof; (iv) that, unless the Corporation defaults in the payment of the Change of Control Price, all shares of Series A accepted for payment pursuant to the Change of Control Offer shall cease to accrue dividends on the Change of Control Payment Date; (v) that any holder electing to have certificates representing shares of Series A pursuant to a Change of Control has occurred and that Offer shall be required to surrender such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% certificates representing shares of the aggregate principal amount thereof then outstanding plus accrued but unpaid interest, if any, Series A to the date of purchase of such Notes (subject Corporation or its designated agent at the address specified in the notice prior to the right close of Holders of record business on the relevant record date to receive interest on the relevant Interest Change of Control Payment Date); (2vi) that any holder of a share of Series A shall be entitled to withdraw such election if the Corporation or its designated agent receives, not later than the close of business on the Change of Control Payment Date, a PDF (Portable Document Format), facsimile transmission or letter setting forth the name of such holder, the number of shares of Series A such holder delivered for purchase, and a statement that such holder is withdrawing its election to have such shares of Series A purchased; (vii) that a holder whose shares of Series A are being purchased only in part shall be issued new shares of Series A for the unpurchased shares of Series A represented by any certificate surrendered; (viii) the instructions that the holders of Series A must follow in order to tender their shares of Series A; and (ix) the circumstances and relevant facts regarding such Change of Control;. (3c) that On the Purchase Offer is being made pursuant to this Section 4.5 and the length Change of time the Purchase Offer shall remain open; (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period; (8) that Holders shall be entitled to withdraw their election if the Company, the Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, the certificate number (in the case of a certificated Note) and a statement that such Holder is withdrawing his election to have such Note purchased; and (9) that Holders whose Notes were purchased only in part, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Control Payment Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company Corporation shall, to the extent of funds legally available therefore and otherwise lawful, (i) , accept for payment the Notes shares of Series A tendered and not withdrawn pursuant to the Purchase Change of Control Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes were accepted for payment by the Company in accordance with the terms of this section. The Company, the Depository or the Paying Agent, as the case may be, Corporation shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder holder of shares of Series A so accepted payment (or pay in person any holder presenting itself at the Corporation) in an amount equal to the purchase price of the Notes tendered by for such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest thereonshares, and the Company unpurchased shares of Series A surrendered, if any. (d) The Corporation shall promptly issue make a new Note, and public announcement of the Trustee results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (e) The Corporation shall authenticate and mail not enter into any agreement providing for a Change of Control unless the agreement permits the Corporation or deliver such new Note any successor entity to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by comply with the Company to the Holder thereofprovisions hereof.

OFFER TO PURCHASE UPON A CHANGE OF CONTROL. (a) Upon the occurrence of a Change of Control Control, the Company will offer to repurchase (the date of "CHANGE OF CONTROL PURCHASE OFFER") all Notes from the last event required for a Change of Control to be effected hereinafter referred to as the "Change of Control Date")Holders, and each Holder of the Notes shall will have the right to require that the Company to purchase all or any part (equal to $1.00 or an integral multiple thereof) of repurchase such Holder's Notes pursuant to the offer described below (the "Purchase Offer") Notes, at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof to (the date of purchase "CHANGE OF CONTROL PURCHASE PRICE") plus accrued but and unpaid interest, if any, to the date Change of purchase of such Notes. The Company shall comply, Control Purchase Date (subject to the extent applicableright of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes as a result of the Change of Control. To the extent that the provisions of any securities laws or regulations conflict accordance with the provisions of this covenant, the Company shall comply with the applicable securities laws and shall not be deemed to have breached its obligations under this covenant by virtue of such complianceSection. (b) The Within 30 days following any Change of Control provisions described in this section shall be applicable notwithstanding any other provisions of this Indenture. The Company shall not be required to make a Purchase Offer upon the occurrence of a Change of Control if a third party (a) makes the Purchase Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this First Supplemental Indenture applicable to a Purchase Offer made by the Company and (b) purchases all Notes validly tendered and not withdrawn under such Purchase Offer. (c) If the Company shall be required to commence a Purchase Offer pursuant to this sectionControl, the Company shall follow the procedures specified below. (i) The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this section (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. (ii) If the Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. (iii) Within 30 days following the Change of Control Date, the Company shall send, by first class mail, mail a notice of such event to each of the Holders, Holder with a copy to the Trustee. The date of delivery to the Holders of the notice shall be the date of commencement of the Offer Period and the notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall stateTrustee (a "CHANGE OF CONTROL PURCHASE NOTICE") stating: (1i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price Change of Control Purchase Price in cash equal to 101% of the aggregate principal amount thereof then outstanding plus accrued but and unpaid interest, if any, to the date Change of purchase of such Notes Control Purchase Date (subject to the right of Holders of record on the relevant record date Regular Record Date to receive interest on the relevant Interest Payment Date); (2ii) the circumstances and relevant facts regarding such Change of Control (including, in the case of any merger, consolidation or sale of all or substantially all assets, information with respect to pro forma results of operations, cash flow and capitalization after giving effect to such Change of Control); (3iii) that the date on which the Company will purchase any Notes which Holders require the Company to purchase in accordance with this Section, which date shall be no earlier than 30 days nor later than 60 days from the date such Change of Control Purchase Offer Notice is being made pursuant to this Section 4.5 and mailed (the length of time the Purchase Offer shall remain open"CHANGE OF CONTROL PURCHASE DATE"); (4) the Offer Amount, the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrue interest; (6iv) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Change of Control Purchase Offer shall cease to accrete or accrue interest after the Change of Control Purchase Date; (7v) that Holders electing to have a Note purchased pursuant to any Change of Control Purchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, a depositoryDepositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to notice, at least three Business Days before the expiration Change of the Offer Period;Control Purchase Date; and (8) vi) that Holders shall be entitled to withdraw their election if the Company, the Depository Depositary or the Paying Agent, as the case may be, receives, not later than the expiration last Business Day prior to the Change of the Offer PeriodControl Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes Note the Holder delivered for purchase, the certificate number (in the case of a certificated Note) purchase and a statement that such Holder is Holdxx xx withdrawing his election to have such Note purchased; and. (9c) Holders electing to have a Note purchased will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Change of Control Purchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase by the Company and a statement that Holders whose such Holdxx xx withdrawing his election to have such Note purchased. (d) On the Change of Control Purchase Date, all Notes were purchased only by the Company in parta Change of Control Purchase Offer shall be delivered by the Trustee for cancellation, and the Company shall pay the Change of Control Purchase Price plus accrued and unpaid interest, if any, shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered Holders entitled thereto. (or transferred by book-entry transfer). e) On or before 10:00 a.m. (New York City time) on each the Change of Control Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest thereon (to the extent then required to be paid), to be held for payment in accordance with the terms of this section. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes tendered pursuant to the Purchase Offer, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted, and (iii) will deliver to the Trustee an Officers' Certificate stating that such the Notes were purchased in the Change of Control Purchase Offer are accepted for payment by the Company in accordance with the terms of this sectionSection. The Company, the Depository Depositary or the Paying Agent, as the case may be, shall will promptly (but in any case not later than three Business Days five days after the Change of Control Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Change of Control Purchase Price of the Notes tendered by such Holder plus interest accrued but unpaid thereon (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The Company will publicly announce the results of the Change of Control Purchase Offer on the Change of Control Purchase Date. (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and accepted by any other applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section, the Company for purchase, plus any accrued will comply with the applicable securities laws and unpaid interest thereon, regulations and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note will not be deemed to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered have breached its obligations under this Section by the Company to the Holder virtue thereof.