Common use of Offer to Purchase upon Change of Control Clause in Contracts

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuers will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences Issuers commence an Offer to Purchase for all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuers to effect such Offer to Purchase, so long as the Issuers have used and continue to use their commercial best efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Issuers shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Purchase Date, the Issuers shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee 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 $2,000 or any integral multiple of $1,000 in excess thereof. The Issuers will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under pursuant to Section 3.33.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl occurs, unless the Company has exercised its right Issuers have previously or substantially concurrently mailed or delivered, or otherwise sent through electronic transmission if held by any Depositary a redemption notice with respect to redeem all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes ) equal to 101% of the foregoingaggregate principal amount thereof plus accrued and unpaid interest, an if any, to but excluding the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically if held by the Depositary or by first-class mail, with a copy to Purchase shall the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered and not properly withdrawn pursuant to such Change of Control Offer will be deemed accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”); (3) that any Note not properly tendered or properly tendered and properly withdrawn will remain outstanding and continue to accrue interest; (4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have been made if any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, or otherwise in accordance with the Depositary’s procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (i6) within 60 days that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 10th day following the date of the consummation Change of Control notice, an electronic transmission (including in PDF), a transaction facsimile transmission or series letter or otherwise in accordance with the Depositary’s procedures, setting forth the name of transactions the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that constitutes such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000, in each case in principal amount; and (8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. (a) the notice is mailed or delivered in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company commences an Offer Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to Purchase have breached its obligations under this Section 4.14 by virtue thereof. (b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes issued by them or portions thereof properly tendered and not properly withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and not properly withdrawn; and (3) deliver, or cause to be applicable whether delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or not any other provisions of this Indenture are applicable. portions thereof have been tendered to and purchased by the Issuers. (c) The Company Issuers shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Section 4.14 applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or (ii) Offer. Notwithstanding anything to the contrary herein, a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching making of the Offer Change of Control Offer. (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to Purchasethis Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl occurs, unless the Company Borrower has exercised its right previously or concurrently mailed a prepayment notice with respect to redeem all the outstanding Loans pursuant to Section 2.05(a), the Borrower shall make an offer to prepay all of the Notes Loans pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes ) equal to 101% of the foregoingaggregate principal amount thereof plus accrued and unpaid interest to the date of prepayment. Within 30 days following any Change of Control, an the Borrower shall deliver a notice of such Change of Control Offer to Purchase the Administrative Agent, the Administrative Agent shall promptly deliver such notice to each Lender to the address of such Lender appearing in the Register, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6.09 and that all Loans properly submitted pursuant to such Change of Control Offer will be deemed prepaid by the Borrower; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Loan not properly accepted will remain outstanding and continue to accrue interest; (4) that unless the Borrower defaults in the payment of the Change of Control Payment, all Loans accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Lenders electing to have been made if any Loans prepaid pursuant to a Change of Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (i6) within 60 days that Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Administrative Agent receives, not later than the close of business on the 30th day following the date of the consummation Change of Control notice, a transaction telegram, telex, facsimile transmission or series letter setting forth the name of transactions the Lender, the principal amount of Loans to be prepaid, and a statement that constitutes such Lender is withdrawing its election to have such Loans prepaid; (7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Company commences Change of Control Offer is conditional on the occurrence of such Change of Control; and (8) that if the Borrower is repaying less than all of the Loans, the Lenders of the remaining Loans will hold Loans in a principal amount equal to the amount of the Loans not prepaid. The non-repaid portion of the Loans must be equal to a minimum of $2,000 or an Offer integral multiple of $1,000 in each case in principal amount; and (9) the other instructions, as determined by the Borrower, consistent with this Section 6.09, that a Lender must follow. The notice, if mailed in a manner herein provided, shall be conclusively presumed to Purchase for all outstanding Notes at have been given, whether or not a Lender receives such notice. If (a) the Purchase Price notice is mailed in a manner herein provided and (iib) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the prepayment of the Loans as to all Notes other Lenders that properly tendered received such notice without defect. (b) On the Change of Control Payment Date, the Borrower will, to the extent permitted by law, (1) prepay all Loans or portions thereof properly accepted in accordance with Section 6.09 and pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether Offer, and (2) deposit with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Loans or not any other provisions of this Indenture are applicable. portions thereof accepted for prepayment. (c) The Company Borrower shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Agreement applicable to a Change of Control Offer made by the Company Borrower and purchases prepays all Notes Loans validly tendered and not withdrawn under such Change of Control Offer or (ii) Offer. Notwithstanding anything to the contrary herein, a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching making of the Offer to PurchaseChange of Control Offer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.15 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.15 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company Issuer has exercised its right to redeem all of the Notes pursuant to in accordance with Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer or a third party commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) if a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given by the Issuer or a third party pursuant to this Indenture as described in Section 3.7. The Issuer (and a third party that has commenced an Offer to Purchase as contemplated herein) shall be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of Notes as described in this Section 3.34.14. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer (and a third party that has commenced an Offer to Purchase as contemplated herein) will comply with the applicable securities laws and regulations and will not be deemed to have breached complied with its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflictcompliance. In addition, an Offer to Purchase may be made by the Issuer or a third party 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Repurchase Event, unless each Holder shall have the Company has exercised its right to redeem all of require that the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Issuer repurchase such Holder’s Notes at a Purchase Price purchase price in cash equal to 101% of the principal amount tenderedof Notes purchased on the date of such purchase, together with plus accrued interestand unpaid interest to, if any, to but not including including, the Purchase Date date of purchase (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). For purposes Within 30 days following a Change of Control Repurchase Event, the Issuer shall mail or electronically transmit a notice to each Holder to the address of such Holder appearing in the Holders list specified in Section 2.05, with a copy to the Trustee (the “Change of Control Offer”), or otherwise in accordance with the procedures of the foregoingDepositary, an Offer stating: (1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to Purchase require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (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 Repurchase Event; (3) the purchase date (which shall be deemed no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”); (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will 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; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; (9) the other instructions, as determined by the Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes purchased; and (10) if such notice is sent prior to the occurrence of a Change of Control Repurchase Event, that the Change of Control Offer is conditional on the occurrence of such Change of Control Repurchase Event and describing each such condition, and, if applicable, that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (but not more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that any or all such conditions shall not have been satisfied by the relevant payment date. The notice, if mailed or electronically transmitted in a manner herein provided, shall be conclusively presumed to have been made if given, whether or not the Holder receives such notice. If (ia) within 60 days following the date notice is mailed or electronically transmitted in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the consummation proceedings for the purchase of a transaction or series of transactions the Notes as to all other Holders that constitutes a properly received such notice without defect. (b) On the Change of ControlControl Payment Date, the Company commences an Offer Issuer shall, to Purchase the extent lawful: (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes properly or portions of Notes validly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and (3) deliver or cause to be applicable whether delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or not any other provisions portions of this Indenture are applicableNotes being purchased by the Issuer. The Company Paying Agent will promptly deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, 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 shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (c) The Issuer shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if (i1) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii2) a notice of redemption has been given under for the redemption of all (and not less than all) of the Notes pursuant to Section 3.33.07 or Section 3.08 of this Indenture, unless and until there is a Default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, and conditioned upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time of making of the Change of Control Offer. Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. (d) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Company will Issuer shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 4.15 by virtue of such conflict. In addition, an Offer to Purchase may be made compliance with such securities laws or regulations. (e) If Holders of not less than 90% in advance aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of ControlControl Offer and the Issuer, conditional upon such or any third party making a Change of ControlControl Offer in lieu of the Issuer as described above, if a definitive agreement purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice (provided that such notice is in place for given not more than 30 days following such purchase pursuant to the Change of Control Offer described above) to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the time aggregate principal amount of launching such Notes, plus accrued and unpaid interest on the Offer Notes that remain outstanding to, but not including, the redemption date (subject to Purchasethe right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer will mail a notice to Purchase each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. The Company shall comply with the requirements of Rule 1 4e-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 repurchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required Offer, (2) deposit with the Paying Agent an amount equal to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or upon a portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption with respect to all outstanding Notes has been given under pursuant to Section 3.33.7(a). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an 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 of launching the Offer to Purchase. In addition, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding at a redemption price equal to the price offered to each other Holder in such offer plus accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase (the “"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Payment”and offering to repurchase Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. For purposes The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the foregoingNotes as a result of a Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an Offer amount equal to Purchase shall the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be deemed delivered to have been made the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee 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 (i) any; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.14, but in any event within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for shall either repay all outstanding Indebtedness under the Credit Facility and terminate the commitments thereunder or obtain the requisite consents under the Credit Facility to permit the repurchase of Notes at required by this Section 4.14. The Company shall publicly announce the Purchase Price and (ii) all Notes properly tendered pursuant to results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required Except as described above with respect to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon 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 manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance event of a Change of Controltakeover, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchaserecapitalization or similar transaction.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will shall make an Offer offer (a "CHANGE OF CONTROL OFFER") to Purchase each Holder of Notes to repurchase all or any part (the “Change equal to $1,000 or an integral multiple thereof) of Control Offer”) all of the outstanding such Holder's Notes at a Purchase Price in cash purchase price equal to 101% of the aggregate principal amount tenderedthereof, together with accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of repurchase (the “"CHANGE OF CONTROL PAYMENT"), PROVIDED that if the date of purchase is on or after an interest record date and on or before the related interest payment date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be paid or payable to Holders who tender Notes pursuant to the Change of Control Payment”)Offer. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 15 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant shall mail a notice to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if Trustee and each Holder stating: (i1) a third party makes that the Change of Control Offer contemporaneously is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 40 days after the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (3) that any Note not tendered will continue to accrue interest in accordance with or upon a its terms; (4) that, unless the Company defaults in the payment of the Change of ControlControl Payment, in all Notes accepted for payment pursuant to the manner, at Change of Control Offer shall cease to accrue interest after the times and otherwise in compliance with the requirements set forth herein applicable Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer made by will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the 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 such Notes purchased; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (8) any other information material to such Holder's decision to tender Notes. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Company and purchases shall, to the extent lawful, (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes validly or portions thereof so tendered and not withdrawn under (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall promptly authenticate and mail 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 shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with as soon as practicable after the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchasePayment Date.

Offer to Purchase upon Change of Control. Upon (a) Following the occurrence of a Change of Control, unless Control (the Company has exercised its right to redeem all date of such occurrence being the Notes pursuant to Section 3.7"Change of Control Date"), the Company will shall notify the ---------------------- Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase (the “Change of Control Offer”) all of the Securities then outstanding Notes at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest thereon, if any, to but not including the Purchase Date (subject to the “Change right of Control Payment”Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). For purposes Each Holder shall be entitled to tender all or any portion of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount. (b) On or prior to the Purchase are purchased on Date specified in the terms of such Offer to Purchase, the Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Change Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Control provisions described above will Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be applicable whether promptly mailed or not any other provisions of this Indenture are applicabledelivered by the Company to the Holder thereof. The Company shall not be required to make a Change publicly announce the results of Control the Offer upon a Change of Control if on or as soon as practicable after the Purchase Date. (ic) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by If the Company makes an Offer to Purchase, the Company shall comply with all applicable tender offer laws and purchases all Notes validly tendered regulations, including, to the extent applicable, Section 14(e) and not withdrawn Rule 14e-1 under such Change the Exchange Act and any other applicable Federal or State securities laws and regulations and any applicable requirements of Control Offer or (ii) a notice of redemption has been given under Section 3.3any securities exchange on which the Securities are listed. To the extent that the provisions of any securities laws or laws, regulations conflict with the Change of Control provisions of this IndentureSection 4.15, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase4.15.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, unless the Company at such time has exercised its given notice of redemption under Section 3.7 with respect to all outstanding Notes, each Holder of Notes will have the right to redeem require the Company to repurchase all or any part (equal to $2,000 or integral multiples of the $1,000 in excess thereof) of that Holder’s Notes pursuant to Section 3.7a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will make an Offer to Purchase offer a payment (the a “Change of Control OfferPayment”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the aggregate principal amount tendered, together with of Notes repurchased plus accrued interestand unpaid interest and Additional Interest, if any, on the Notes repurchased, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase. Within 30 days following any Change of Control, unless the consummation Company at such time has given notice of a transaction or series redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of transactions that constitutes a Change of Control, the Company commences an Offer will mail a notice to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant each Holder, with a copy to the Offer to Purchase are purchased on Trustee and each Agent, describing the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether transaction or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes transactions that constitute the Change of Control Offer contemporaneously and offering to repurchase Notes on the date of such Change of Control Payment specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with or upon the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In additionOn the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) 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 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee 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 new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company is not required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to Purchase a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all Notes has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, Control if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. The provisions described above that require the Company to make a Change of Control Offer to Purchasefollowing a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable.

Offer to Purchase upon Change of Control. Upon No later than 30 days after the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will be required to make an Offer to Purchase (the a “Change of Control Offer”) ), with a copy to the Trustee, all of the outstanding Notes at a Purchase Price in cash purchase price equal to 101% of the their principal amount tendered, together with plus accrued and unpaid interest, if any, to to, but not including excluding, the Purchase Date purchase date (the “Change of Control PaymentPurchase Price”). For purposes ) (subject to the right of Holders of record on the foregoing, relevant record date to receive interest due on an Offer interest payment date that is on or prior to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase). On or before the consummation of a transaction or series of transactions that constitutes a Change of ControlPurchase Date, the Company commences will, to the extent lawful, deposit with the Paying Agent an Offer amount equal to the Change of Control Purchase for all outstanding Price in respect of the Notes at or portions of Notes properly tendered. On the Purchase Price and Date, the Company will, to the extent lawful: (ii1) accept for payment all Notes or portions of Notes (of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee 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 so tendered, if any; provided that each such new Note will be applicable whether in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. 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, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not any other provisions be paid as part of this Indenture are applicablethe Change of Control Purchase Price. The Company shall will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer or Offer, (ii) a notice of redemption for all outstanding Notes has been given given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Company shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under Section 3.3the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.13, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflictcompliance. In additionThe provisions under this Indenture relating to the Company’s obligation to make a Change of Control Offer may be waived, an modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer to Purchase or Alternate Offer may be made in advance of a Change of Control, conditional and conditioned upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching making of the Change of Control Offer to Purchaseor Alternate Offer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.73.07(c) hereof, each Holder of Notes shall have the right to require the Company will make to repurchase all or any part (equal to $1,000 or an Offer integral multiple thereof) of such Holder's Notes pursuant to Purchase the offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer will mail a notice to Purchase each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall issue a press release announcing the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date. The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. The Notwithstanding anything to the contrary in this Section 4.13, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.13 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (equal to $200,000 or an integral multiple of the Notes $1 in excess thereof) of such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.17 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.17 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $200,000 in principal amount or an integral multiple of $1 in excess thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.17 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.17 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages, if any, to but not including excluding the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes Within 30 calendar days following any Change of Control, the Company will mail a notice to each Holder stating: (a) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment; (b) the purchase price and the purchase date, which will be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment Date"); (c) that any Note not tendered will continue to accrue interest; (d) that, unless the Company defaults in the payment of the foregoingChange of Control Payment, an all Notes accepted for payment pursuant to the Change of Control Offer will cease to Purchase shall be deemed accrue interest and Liquidated Damages, if any, on and after the Change of Control Payment Date; (e) that Holders electing to have been made any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, 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 such Notes purchased; and (ig) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful, (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent will promptly mail to each Holder of Notes so accepted the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail 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 $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.14, but in any event within 60 90 calendar days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of required by this Indenture are applicableSection 4.14. The Company shall not be required to make publicly announce in The Wall Street Journal, or if no longer published, a Change national newspaper of Control Offer upon a Change general circulation, the results of Control if (i) a third party makes the Change of Control Offer contemporaneously with on or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with as soon as practicable after the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchasePayment Date.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will shall make an Offer to Purchase offer (the a “Change of Control Offer”) to purchase all or any portion (equal to minimum amounts of the outstanding Notes $2,000 and integral multiples of $1,000 in excess thereof) of each Holder’s Notes, at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued and unpaid interest, if any, thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”), subject to the right of Noteholders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to such date of purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to a minimum of $2,000 in principal amount. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 4.15 by virtue thereof. (b) At or before 11:00 a.m., New York time, on the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a minimum principal amount of $2,000. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not nor any other provisions of this Indenture are applicable. . (d) The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the Company has exercised its right to redeem require the Issuer to repurchase all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all or any part of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Issuer, or any third party making the Offer to Purchase in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall Issuer will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control such Offer to Purchase contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b). The Issuer will be required to comply with the requirements of Rule 14e-1 under Section 3.3the Exchange Act and any other applicable securities laws or regulations in connection with an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an 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 of launching making the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will shall make an Offer to Purchase offer (the a “Change of Control Offer”) to purchase all or any portion (equal to minimum amounts of the outstanding Notes $2,000 and integral multiples of $1,000 in excess thereof) of each Holder’s Notes, at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued and unpaid interest, if any, thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”), subject to the right of Noteholders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to such date of purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to a minimum of $2,000 in principal amount. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 4.15 by virtue thereof. (b) At or before 11:00 a.m., New York time, on the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a minimum principal amount of $2,000. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not nor any other provisions of this Indenture are applicable. . (d) The Company shall not be required to make a Change of Control Offer upon following a Change of Control (1) if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii2) a notice of redemption of all outstanding Notes has been given under pursuant to Section 3.3. To 3.03 hereof, unless and until there is a default in payment of the extent that applicable redemption price. (e) If Holders of not less than 90% in aggregate principal amount of the provisions outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any securities laws or regulations conflict with third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control provisions of this IndentureOffer described above, the Company will comply with to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of ControlControl Payment plus, conditional upon such Change of Control, if a definitive agreement is to the extent not included in place for the Change of Control at Payment, accrued and unpaid interest, if any, to the time of launching the Offer to Purchaseredemption date.

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl Triggering Event occurs, unless the Company has exercised its any right to redeem the Notes, each Holder will have the right to require that the Company repurchase all or a portion (equal to an integral multiple of the $1,000) of such Holder’s Notes pursuant to Section 3.7, an offer by the Company will make an Offer to Purchase (the a “Change of Control Offer”) all of the outstanding Notes at a Purchase Price repurchase price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued and unpaid interest, if any, on the Notes repurchased, to but not including the Purchase Date date of repurchase (the “Change of Control Payment”). For purposes If any Note is to be redeemed in part only, the principal amount of the foregoing, an Offer to Purchase Note that remains outstanding after the redemption in part shall be deemed to have been made if (i) within 60 $2,000 or a higher integral multiple of $1,000. Within 30 days following any Change of Control Triggering Event, or at the date Company’s option, prior to any Change of Control but after the public announcement of the consummation of a transaction or series of transactions that constitutes a pending Change of Control, the Company commences an Offer will mail a notice to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant each Holder, with a copy to the Offer to Purchase are purchased on Trustee, which terms will govern the terms of such Offer to Purchase. The the Change of Control provisions described above will be applicable whether or not any Offer. Such notice shall state, among other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if things: (i) a third party makes that the Change of Control Offer contemporaneously with or upon is being made pursuant to this Section 5.1 and that all Notes tendered will be accepted for payment; (ii) that a Change of ControlControl Triggering Event has occurred and that such Holder has the right to require the Company to repurchase all or a portion of such Holder’s Notes at the Change of Control Payment; (iii) the circumstances and relevant facts regarding such Change of Control Triggering Event; (iv) the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”); (v) the instructions, as determined by the Company, consistent with this Section 5.1; (vi) that any Note not tendered will continue to accrue interest; (vii) that, unless the Company defaults in the mannerpayment of the Change of Control Payment, at all Notes accepted for payment pursuant to the times and otherwise in compliance with Change of Control Offer will cease to accrue interest after the requirements set forth herein applicable Change of Control Payment Date; (viii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer made by will be required to surrender the Company and purchases all Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes validly tendered and not withdrawn under such completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Offer Payment Date; (ix) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a 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; and (iix) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Notes as a notice result of redemption has been given under Section 3.3a Change in Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 5.1, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 5.1 by virtue of such conflictcompliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. In additionThe Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee 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 new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (c) A Change of Control 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 of launching making of the Change of Control Offer. The Change of Control Offer, if mailed prior to the date of consummation of the Change of Control, will state that the offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 5.1, the Company will not be required to make a Change of Control Offer to Purchaseupon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.1 and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the Company has exercised its right to redeem require the Issuer to repurchase all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all or any part of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall Issuer will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control such Offer to Purchase contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer to Purchase or (ii) a notice of redemption has been given under pursuant to Section 3.33.7(a) or Section 3.7(b). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an 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 of launching making the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will Issuers shall make an Offer to Purchase offer (the “a "Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of the outstanding $1,000) of each Holder's Notes at a Purchase Price in cash purchase price equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest on the Notes purchased, if any, to but not including the Purchase Date date of repurchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within ten days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes tendered shall be accepted for payment; (2) 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"); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) 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; and (ii7) 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. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under Section 3.10 or this Section 4.15 by virtue of such conflict. (b) On the Change of Control Payment Date, the Issuers shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) prior to 11:00 a.m. (New York City time) on such date, 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 (3) deliver or cause to be applicable whether delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or not any other provisions portions of this Indenture are applicableNotes being purchased by the Issuers. The Company 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; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.15 and Section 3.10 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Senior Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Senior Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within ten days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Senior Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. The Change of Control Offer shall remain open from the time of mailing until the Business Day preceding the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to Purchase the extent lawful, (1) accept for payment all outstanding Senior Notes at the Purchase Price and (ii) all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be applicable whether in a principal amount of $1,000 or not any other provisions an integral multiple thereof. The Company shall publicly announce the results of this Indenture are applicablethe Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”), provided, that if the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7 prior to the time the Company would be required to make a Change of Control Offer, the Company shall not be required to make a Change of Control Offer. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. In the event that at the time of a Change of Control the terms of the Credit Agreement restrict or prohibit the repurchase of Notes as contemplated herein, then prior to the electronic delivery or mailing of the Offer to Purchase required in connection with a Change of Control but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Debt under the applicable Credit Agreement or, if doing so will allow the purchase of Notes, offer to repay in full all such Debt and repay such Debt of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Agreement to permit the repurchase of the Notes as provided in the Indenture. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to contemporaneously with or upon a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under pursuant to Section 3.33.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase or, in the case of repurchases of Notes prior to October 15, 2002 at a purchase price equal to 101% of the Accreted Value thereof as of the date of repurchase plus Liquidated Damages, if any, (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 65 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer shall mail a notice to Purchase each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. 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 laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of Control Offer, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described hereof by virtue thereof. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Notes 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 $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date in accordance with Section 3.09 hereof. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. 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 or similar transaction. Prior to complying with the provisions of the preceding paragraphs, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Indebtedness of its Subsidiaries or obtain the requisite consents, if any, under the New Credit Facility and the Senior Subordinated Notes to permit the repurchase of the Notes required by this section. The Company will not be required to purchase any Debentures until it has complied with the preceding sentence, but the Company's failure to make a Change of Control Offer when required or to purchase tendered Notes when tendered would constitute an Event of Default under this Indenture. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Senior Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Senior Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Additional Interest, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Senior Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. The Change of Control Offer shall remain open from the time of mailing until the Business Day preceding the Change of Control Payment Date. On the Change of Control Payment Date, the Company shall, to Purchase the extent lawful, (1) accept for payment all outstanding Senior Notes at the Purchase Price and (ii) all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Notes so tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be applicable whether in a principal amount of $1,000 or not any other provisions an integral multiple thereof. The Company shall publicly announce the results of this Indenture are applicablethe Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the Company has exercised its right to redeem all of require that the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Issuer repurchase such Holder’s Notes at a Purchase Price purchase price in cash equal to 101% of the principal amount tenderedof Notes purchased on the date of such purchase, together with plus accrued interestand unpaid interest to, if any, to but not including including, the Purchase Date date of purchase (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer Issuer shall mail or electronically transmit a notice to Purchase for all outstanding each Holder to the address of such Holder appearing in the Holders list specified in Section 2.05, with a copy to the Trustee (the “Change of Control Offer”), or otherwise in accordance with the procedures of the Depositary, stating: (1) that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the Purchase Price principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); Control; (2) the circumstances and relevant facts regarding such Change of (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will 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; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1.00 in excess thereof; and (9) the other instructions, as determined by the Issuer, consistent with this Section 4.16, that a Holder must follow in order to have its Notes purchased The notice, if mailed or electronically transmitted in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed or electronically transmitted in a manner herein provided and (iib) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes properly or portions of Notes validly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and (3) deliver or cause to be applicable whether delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or not any other provisions portions of this Indenture are applicableNotes being purchased by the Issuer. The Company Paying Agent will promptly deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, 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 shall be in a principal amount of $2,000 or an integral multiple of $1.00 in excess thereof. (c) The Issuer shall not be required to make a Change of Control Offer upon following a Change of Control if (i1) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii2) a notice of redemption has been given under for the redemption of all (and not less than all) of the Notes pursuant to Section 3.3. To the extent that the provisions of any securities laws 3.07 or regulations conflict with the Change of Control provisions Section 3.08 of this Indenture, the Company will comply with unless and until there is a Default in payment of the applicable securities laws and regulations and will not be deemed redemption price. Notwithstanding anything to have breached its obligations under this Section 4.13 by virtue the contrary contained herein, a Change of such conflict. In addition, an Control Offer to Purchase may be made in advance of a Change of Control, conditional and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching making of the Offer Change of Control Offer. Other than as specifically provided in this Section 4.16, any purchase pursuant to Purchasethis Section 4.16 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. (d) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance with such securities laws or regulations.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a any Change of Control, unless the Company Issuer has previously or concurrently exercised its right to redeem all of the Notes pursuant to as described under Section 3.7, each Holder will have the Company will make right to require that the Issuer purchase all or any portion (equal to $2,000 or an Offer to Purchase integral multiple of $1,000 in excess thereof) of that Holder's Notes for a cash price (the “"Change of Control Offer”Purchase Price") all of the outstanding Notes at a Purchase Price in cash equal to 101101.0% of the principal amount tenderedof the Notes to be purchased, together with plus accrued and unpaid interest, if any, thereon to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a purchase. (b) No later than 30 days following any Change of Control, the Company commences Issuer will deliver, or caused to be delivered, to the Holders, with a copy to the Trustee, a notice: (1) describing the transaction or transactions that constitute the Change of Control; (2) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a "Change of Control Offer"), on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date the notice is delivered (the "Change of Control Payment Date"), and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and (3) describing the procedures, as determined by the Issuer, consistent with this Indenture, that Holders must follow to accept the Change of Control Offer. (c) On the Business Day immediately preceding the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an Offer amount equal to Purchase for all outstanding Notes at the Change of Control Purchase Price and in respect of the Notes or portions of Notes properly tendered. (iid) On the Change of Control Payment Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. (e) The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee 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 so tendered, if any; provided that each such new Note will be applicable whether in a principal amount of $2,000 or not integral multiples of $1,000 in excess thereof. (f) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any other provisions accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of this Indenture are applicablebusiness on such record date. (g) A Change of Control Offer shall remain open for at least 20 Business Days or for such longer period as is required by law. The Company Issuer shall not be required publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (h) The Issuer's obligation to make a Change of Control Offer upon a Change of Control shall be satisfied if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or Offer. (iii) The Issuer shall comply with all applicable securities legislation in Canada and the United States and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a notice Change of redemption has been given under Section 3.3Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.14, the Company will Issuer shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 4.14 by virtue of such conflict. In additioncompliance. (j) The provisions under this Indenture relating to the Issuer's obligation to make a Change of Control Offer may be waived, an modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. (k) Notwithstanding anything to the contrary contained in this Indenture, a Change of Control 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 of launching making of the Change of Control Offer. (l) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 30 days' nor more than 60 days' prior notice, given not more than 30 days following the purchase pursuant to Purchasethe Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Purchase Price plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company Issuer has exercised its right to redeem all of the Notes pursuant to as described under Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made under this Section 4.14 if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer or a third party (including for this purpose any Affiliate of the Issuer) commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly validly tendered and not withdrawn pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control provisions described above will be applicable whether Payment in respect of all Notes or not any other provisions of this Indenture are applicableportions thereof so tendered and (c) otherwise comply with Section 3.9. The Company Issuer shall not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control Offer to Purchase contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer to Purchase or (ii) a notice of redemption for all outstanding Notes has been given under by the Issuers pursuant to Section 3.33.7(a). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an 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 of launching making the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a purchase price (the “Purchase Price Price”) in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under pursuant to Section 3.33.7. To The Notes repurchased by the extent that the provisions of any securities laws or regulations conflict with the Issuer pursuant to a Change of Control provisions Offer shall have the status of this Indenture, Notes issued but not outstanding or will be retired and canceled at the Company option of the Issuer. The Notes purchased by a third party pursuant to the preceding paragraph shall have the status of Notes issued and outstanding. The Issuer will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any Change of Control Offer as described above and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an Offer to Purchase may be made in advance of a Change of Control, Control or may be conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, unless the Company at such time has exercised its given notice of redemption under Section 3.7 with respect to all outstanding Notes, each holder of Notes will have the right to redeem require the Company to repurchase all or any part (equal to $2,000 or integral multiples of the $1,000 in excess thereof) of that Holder’s Notes pursuant to Section 3.7a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will make an Offer to Purchase offer a payment (the a “Change of Control OfferPayment”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the aggregate principal amount tendered, together with of Notes repurchased plus accrued interestand unpaid interest and Additional Interest, if any, on the Notes repurchased, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase. Within 30 days following any Change of Control, unless the consummation Company at such time has given notice of a transaction or series redemption under Section 3.7 with respect to all outstanding Notes, or, at the Company’s option, in advance of transactions that constitutes a Change of Control, the Company commences an Offer will mail a notice to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant each Holder, with a copy to the Offer to Purchase are purchased on Trustee and each Agent, describing the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether transaction or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes transactions that constitute the Change of Control Offer contemporaneously and offering to repurchase Notes on the date of such Change of Control Payment specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with or upon the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In additionOn the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) 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 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee 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 new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to Purchase a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price or (iii) if the Company’s obligations under this Indenture are defeased as described under Section 8.8 on or promptly following the Change of Control. A Change of Control Offer may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, Control if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. The provisions described above that require the Company to make a Change of Control Offer to Purchasefollowing a Change of Control, and the related provision of Section 3.9, will be applicable whether or not any other provisions of this Indenture are applicable.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will shall make an Offer to Purchase offer (the “a "Change of Control Offer”") to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of the outstanding each Holder's Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall mail a notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each holder of Notes so 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; provided, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not nor any other provisions of this Indenture are applicable. . (d) The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right shall be required to redeem all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer (the a “Change of Control Offer”) to each Holder of Notes to repurchase all or any portion (equal to $2,000 or an integral multiple of the outstanding $1,000 in excess thereof) of such Holder’s Notes at a Purchase Price in cash purchase price equal to 101% of the aggregate principal amount tenderedthereof, together with accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of repurchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 calendar days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer shall mail a notice to Purchase for all outstanding Notes at the Purchase Price and each Holder stating: (iia) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes that the Change of Control Offer contemporaneously with or upon a is being made pursuant to Section 4.09 of this Indenture; (b) the purchase price and the purchase date, which shall be no earlier than 30 calendar days nor later than 60 calendar days after the date such notice is mailed (the “Change of ControlControl Payment Date”); (c) that any Notes not tendered will continue to accrue interest in accordance with the terms of this Indenture; (d) that, unless the Company defaults in the mannerpayment of the Change of Control Payment, at all Notes accepted for payment pursuant to the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with shall cease to accrue interest after the Change of Control provisions Payment Date; (e) that Holders will be entitled to withdraw their election by notice in writing to the Paying Agent delivered not later than the close of this Indenturebusiness on the second Business Day preceding the Change of Control Payment Date; (f) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, the which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and (g) any other information material to such Holder’s decision to tender Secured Notes. The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and will not be deemed to have breached its obligations under this Section 4.13 by virtue regulations are applicable in connection with the repurchase of such conflict. In addition, an Offer to Purchase may be made the Notes required in advance the event 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 of launching the Offer to PurchaseEvent.

Offer to Purchase upon Change of Control. Upon the ----------------------------------------- occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will be required to make an Offer to Purchase offer (the “a "Change of Control Offer”") to purchase all of the outstanding Outstanding Notes at a 108 purchase price (the "Change of Control Purchase Price in cash Price") equal to 101% of the their principal amount tendered, together with plus accrued and unpaid interest, if any, to but not including the Purchase Date (date of purchase; provided, however, that installments of interest whose Stated Maturity -------- ------- or date scheduled payment is on or prior to the “Change date of Control Payment”). For purposes of the foregoing, an Offer to Purchase purchase shall be deemed payable to have been made if (i) the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant record date according to their terms and the provisions of Section 3.08. The Company shall, within 60 30 days following the date the Company becomes aware of the consummation of a transaction or series of transactions that constitutes results in a Change of Control, the Company commences mail an Offer Document with respect to an Offer to Purchase all Outstanding Notes. Each holder shall be entitled to tender all or any portion of the Notes owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount. Any Note that is to be purchased only in part shall be surrendered to the Paying Agent with, if the Company or Trustee so requires, due endorsement by or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing. The Company shall perform its obligations specified in the Offer Document for all outstanding Notes at the Offer to Purchase. On or prior to the Purchase Price and Date, the Company shall (iii) all accept for payment Notes properly or portions thereof tendered pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) money sufficient to pay the Purchase are purchased on Price of all Notes or portions thereof so accepted and (iii) deliver or cause to be delivered to the terms Trustee all Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Purchase Price for each $1,000 of Notes so accepted, and the Company shall promptly execute and the Trustee shall, upon receipt of such Offer Officers' Certificate, promptly authenticate and mail or deliver to Purchasesuch Holders a new Note or Notes equal in principal amount to any unpurchased portion of the Note surrendered as requested by the Holder. The Change of Control provisions described above will Any Note not accepted for payment shall be applicable whether promptly mailed or not any other provisions of this Indenture are applicabledelivered by the Company to the Holder thereof. The Company shall not be required publicly announce the results of the Offer to make a Change of Control Offer upon a Change of Control if (i) a third party makes Purchase on or as soon as practicable after the Change of Control Offer contemporaneously with or upon a Change of Control, Purchase Date. 109 Unless the Company defaults in the mannerpayment of the Purchase Price, at any Note accepted for payment pursuant to the times and otherwise in compliance with Offer to Purchase shall cease to accrue interest after the requirements set forth herein applicable Purchase Date. If an offer is made to repurchase the Notes pursuant to a Change of Control Offer made by Offer, the Company shall comply with all tender offer rules under state and purchases all Notes validly tendered Federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and not withdrawn under Rule 14(e) thereunder, to the extent applicable to such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities such laws and regulations and will not be deemed to have breached its obligations under are inconsistent with this Section 4.13 by virtue of 10.15, such conflict. In addition, an 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 of launching the Offer to Purchaselaws and regulations will control.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Stage I Notes will have the Company has exercised its right to redeem require the Stage I Issuer to repurchase all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all or any part of the outstanding Stage I Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Stage I Issuer commences an Offer to Purchase for all outstanding Stage I Notes at the Purchase Price (which Offer to Purchase shall, in the case of any Change of Control that also constitutes a “Change of Control” under the Existing Indenture, be mailed concurrently with the corresponding offer by the Stage I Issuer to Holders of the Existing Notes) and (ii) all Stage I Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. If Holders of not less than 90% in aggregate principal amount of the outstanding Stage I Notes validly tender and do not withdraw such Stage I Notes in an Offer to Purchase upon a Change of Control and the Stage I Issuer, or any third party making the Offer to Purchase in lieu of the Stage I Issuer as described below, purchases all of the Stage I Notes validly tendered and not withdrawn by such Holders, the Stage I Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Stage I Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to, but not including, the date of redemption. On the Purchase Date, the Stage I Issuer shall, to the extent lawful, (a) accept for payment all Stage I Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Stage I Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall Stage I Issuer will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control such Offer to Purchase contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company Stage I Issuer and purchases all Stage I Notes validly tendered and not withdrawn under such Change of Control Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b) or (iii) a notice of redemption has been given pursuant Section 3.11. The Stage I Issuer will be required to comply with the requirements of Rule 14e-1 under Section 3.3the Exchange Act and any other applicable securities laws or regulations in connection with an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Stage I Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an 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 of launching making the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes shall have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes Within 30 days following any Change of Control, the Company shall mail a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered will be accepted for payment; (2) the purchase price and the purchase date (the "CHANGE OF CONTROL PAYMENT DATE"), which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (3) that any Note not properly tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the foregoingChange of Control Payment, an all Notes accepted for payment pursuant to the Change of Control Offer will cease to Purchase shall be deemed accrue interest, and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have been made any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book- entry, to the Paying Agent at the address specified in the notice not later than the close of business on the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the 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 such Notes purchased; (i7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry), which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (8) the circumstances and material facts regarding such Change of Control (including, but not limited to, information with respect to pro forma and historical financial information after giving effect to such Change of Control, and information regarding the Person or Persons acquiring control). On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so 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; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to being required to comply with the provisions of this Section 4.14, but in any event within 60 90 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes at required by this Section 4.14. The Company shall publicly announce in a newspaper of national circulation or in a press release provided to a nationally recognized financial wire service the Purchase Price and (ii) all Notes properly tendered pursuant to results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date. The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance comply with the requirements set forth herein applicable to a Change of Control Offer made by Rule 14e-1 under the Company Exchange Act and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable other securities laws and regulations thereunder to the extent such laws and will not be deemed to have breached its obligations under this Section 4.13 by virtue regulations are applicable in connection with the repurchase of such conflict. In addition, an Offer to Purchase may be made in advance the Notes as a result 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Repurchase Event, unless each Holder shall have the Company has exercised its right to redeem all of require that the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Issuer repurchase such Holder’s Notes at a Purchase Price purchase price in cash equal to 101% of the principal amount tenderedof Notes purchased on the date of such purchase, together with plus accrued interestand unpaid interest to, if any, to but not including including, the Purchase Date date of purchase (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). For purposes Within 30 days following a Change of Control Repurchase Event, the Issuer shall mail or electronically transmit a notice to each Holder to the address of such Holder appearing in the Holders list specified in Section 2.05, with a copy to the Trustee (the “Change of Control Offer”), or otherwise in accordance with the procedures of the foregoingDepositary, an Offer stating: (1) that a Change of Control Repurchase Event has occurred and that such Holder has the right to Purchase require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (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 Repurchase Event; (3) the purchase date (which shall be deemed no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”); (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will 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; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a 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; (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; (9) the other instructions, as determined by the Issuer, consistent with this Section 4.16, that a Holder must follow in order to have its Notes purchased; and (10) if such notice is sent prior to the occurrence of a Change of Control Repurchase Event, that the Change of Control Offer is conditional on the occurrence of such Change of Control Repurchase Event and describing each such condition, and, if applicable, that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (but not more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that any or all such conditions shall not have been satisfied by the relevant payment date. The notice, if mailed or electronically transmitted in a manner herein provided, shall be conclusively presumed to have been made if given, whether or not the Holder receives such notice. If (ia) within 60 days following the date notice is mailed or electronically transmitted in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the consummation proceedings for the purchase of a transaction or series of transactions the Notes as to all other Holders that constitutes a properly received such notice without defect. (b) On the Change of ControlControl Payment Date, the Company commences an Offer Issuer shall, to Purchase the extent lawful: (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes properly or portions of Notes validly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and (3) deliver or cause to be applicable whether delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or not any other provisions portions of this Indenture are applicableNotes being purchased by the Issuer. The Company Paying Agent will promptly deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder validly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication Order, 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 shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (c) The Issuer shall not be required to make a Change of Control Offer upon following a Change of Control Repurchase Event if (i1) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii2) a notice of redemption has been given under for the redemption of all (and not less than all) of the Notes pursuant to Section 3.33.07 or Section 3.08 of this Indenture, unless and until there is a Default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, and conditioned upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time of making of the Change of Control Offer. Other than as specifically provided in this Section 4.16, any purchase pursuant to this Section 4.16 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. (d) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.16, the Company will Issuer shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 4.16 by virtue of such conflict. In addition, an Offer to Purchase may be made compliance with such securities laws or regulations. (e) If Holders of not less than 90% in advance aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of ControlControl Offer and the Issuer, conditional upon such or any third party making a Change of ControlControl Offer in lieu of the Issuer as described above, if a definitive agreement purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice (provided that such notice is in place for given not more than 30 days following such purchase pursuant to the Change of Control Offer described above) to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the time aggregate principal amount of launching such Notes, plus accrued and unpaid interest on the Offer Notes that remain outstanding to, but not including, the redemption date (subject to Purchasethe right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the Company has exercised its right to redeem require the Issuer to repurchase all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all or any part of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall Issuer will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control such Offer to Purchase contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer to Purchase or (ii) a notice of redemption has been given under pursuant to Section 3.33.7(a) or Section 3.7(b). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an Offer to Purchase may be made in advance of a Change of ControlControl (an “Advanced Change of Control Offer”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching making the Offer to Purchase. The Issuer will not be required to make another Offer to Purchase upon such Change of Control if an Advanced Change of Control Offer has already been made. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase upon a Change of Control 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 15 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 and unpaid interest on the Notes to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (equal to €100,000 or an integral multiple of the Notes €1,000 in excess thereof) of such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.15 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to €100,000 in principal amount or an integral multiple of €1,000 in excess thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.15 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Repurchase Event, unless each Holder shall have the Company has exercised its right to redeem all of require that the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Issuer repurchase such Holder’s Notes at a Purchase Price purchase price in cash equal to 101% of the principal amount tenderedthereof on the date of purchase plus accrued and unpaid interest to, together with accrued interest, if any, to but not including including, the Purchase Date date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon Repurchase Event, the Issuer shall mail or electronically transmit a notice to each Holder, with a copy to the Trustee (the “Change of Control Offer”) stating: (1) that a Change of Control if Repurchase Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest to, but not including, the date of purchase (isubject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); (2) a third party makes the circumstances and relevant facts regarding such Change of Control Repurchase Event; (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered) (the “Change of Control Payment Date”); (4) that any Note not tendered or accepted for payment will continue to accrue interest; (5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer contemporaneously with or upon a will cease to accrue interest after the Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer made will 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; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; (9) the other instructions, as determined by the Company and purchases all Issuer, consistent with this Section 4.15, that a Holder must follow in order to have its Notes validly tendered and not withdrawn under purchased; and (10) if such notice is sent prior to the occurrence of a Change of Control Repurchase Event, that the Change of Control Offer is conditional on the occurrence of such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To Repurchase Event and describing each such condition, and, if applicable, that, in the extent that the provisions of any securities laws or regulations conflict with Issuer’s discretion, the Change of Control provisions of this IndenturePayment Date may be delayed until such time (but not more than 60 days after the notice is mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the Company will comply with event that the applicable securities laws and regulations and will Issuer shall determine that any or all such conditions shall not have been satisfied by the relevant payment date. The notice, if mailed or electronically transmitted in a manner herein provided, shall be deemed conclusively presumed to have breached its obligations under this Section 4.13 by virtue been given, whether or not the Holder receives such notice. If (a) the notice is mailed or electronically transmitted in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such conflict. In addition, an 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 notice without defect. (b) On the Change of Control at Payment Date, the time Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions of launching Notes validly tendered pursuant to the Offer to Purchase.Change of Control Offer;

Offer to Purchase upon Change of Control. Upon (a) Following the occurrence of a Change of Control, unless Control (the Company has exercised its right to redeem all date of such occurrence being the Notes pursuant to Section 3.7"Change of Control Date"), the Company will shall notify the Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 20 days after the Change of Control Date, make an Offer to Purchase (the “Change of Control Offer”) all of the Securities then outstanding Notes at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest thereon, if any, to but not including the Purchase Date (subject to the “Change right of Control Payment”Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). For purposes Each Holder shall be entitled to tender all or any portion of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount. (b) On or prior to the Purchase are purchased on Date specified in the terms of such Offer to Purchase, the Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Change Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Control provisions described above will Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be applicable whether promptly mailed or not any other provisions of this Indenture are applicabledelivered by the Company to the Holder thereof. The Company shall not be required publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Company makes an Offer to make Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and 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 repurchase of Securities pursuant of a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.16, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase4.16.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the Company has exercised its right to redeem require the Issuer to repurchase all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all or any part of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall Issuer will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control such Offer to Purchase contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer to Purchase or (ii) a notice of redemption has been given under pursuant to Section 3.33.7(a) or Section 3.7(b). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an Offer to Purchase may be made in advance of a Change of ControlControl (an “Advanced Change of Control Offer”), conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching making the Offer to Purchase. The Issuer will not be required to make another Offer to Pur-chase upon such Change of Control if an Advanced Change of Control Offer has already been made. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept an Offer to Purchase upon a Change of Control and the Issuer purchases all of the Notes held by such Hold-ers, 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 and unpaid interest on the Notes to the date of re-demption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Purchase upon Change of Control. Upon If a Change of Control Triggering Event occurs, unless the occurrence Issuers have exercised the option to redeem the Notes by notifying the noteholders to that effect provided in Section 3.07 of the Indenture, the Issuers will be required to make a Change of Control Offer to each Holder of Notes to repurchase all or any part (equal to $1,000 or integral multiples of that amount) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Issuers will be required to offer a Change of Control Payment on the Notes that are repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, unless but after public announcement of the Company has exercised its right transaction that constitutes or may constitute the Change of Control, a notice will be mailed to redeem Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the Change of Control Payment Date. The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c) of the Indenture, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) Offer described above, to redeem all of the Notes that remain outstanding Notes following such purchase at a Purchase Price price in cash equal to 101% of the principal amount tendered, together with thereof plus accrued interest, if any, but unpaid interest to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements redemption set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under in such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.notice

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder of Senior Subordinated Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Senior Subordinated Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase (the “"CHANGE OF CONTROL PAYMENT"). Within fifteen days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Payment”and offering to repurchase Senior Subordinated Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by this Senior Subordinated Note Indenture and described in such notice. For purposes 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 laws and regulations are applicable in connection with the repurchase of the foregoingSenior Subordinated Notes as a result of a Change of Control. (b) On the Change of Control Payment Date, the Company will, to the extent lawful, (1) accept for payment all Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an Offer amount equal to Purchase shall the Change of Control Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and (3) deliver or cause to be deemed delivered to have been made the Senior Subordinated Note Trustee the Senior Subordinated Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Senior Subordinated Notes so tendered the Change of Control Payment for such Senior Subordinated Notes, and the Senior Subordinated Note Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Subordinated Note equal in principal amount to any unpurchased portion of the Senior Subordinated Notes surrendered, if (i) any; PROVIDED that each such new Senior Subordinated Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.15, but in any event within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Senior Subordinated Notes at required by this Section 4.15. The Company will publicly announce the Purchase Price and (ii) all Notes properly tendered pursuant to results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Senior Subordinated Note Indenture are applicable. The Except as described above with respect to a Change of Control, this Senior Subordinated Note Indenture does not contain provisions that permit the Holders of the Senior Subordinated Notes to require that the Company shall repurchase or redeem the Senior Subordinated Notes in the event of a takeover, recapitalization or similar transaction. (c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Senior Subordinated Note Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, unless the Company at such time has exercised its given notice of redemption under Section 3.7 with respect to all outstanding Notes, each Holder will have the right to redeem require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of the $1,000) of that Holder’s Notes pursuant to Section 3.7a Change of Control Offer on the terms set forth in this Indenture; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. In such an event, the Company will make an Offer to Purchase offer (the a “Change of Control Offer”) all of the outstanding Notes at a Purchase Price price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes ) equal to 101% of the foregoingaggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, an Offer if any, on the Notes repurchased, to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase. Within 30 days following any Change of Control, unless the consummation Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, the Company will mail a notice to each holder describing the transaction or series of transactions that constitutes constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date will 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”), pursuant to the procedures required by this Indenture and described in such notice. 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 those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an 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 On the Change of Control at Payment Date, the time of launching Company will, to the Offer to Purchase.extent lawful:

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl occurs, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any part of the such Holder’s Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price in cash purchase price equal to 101% 101 percent of the principal amount tenderedthereof plus accrued and unpaid interest to, together with accrued interestbut excluding, if any, to but not including the Purchase Date date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). For purposes of , except to the foregoing, an Offer extent the Company has previously or concurrently elected to Purchase shall be deemed redeem the Notes pursuant to have been made if Section 3.07. (ib) within 60 Within 30 days following the date upon which the Change of Control occurred, except to the extent the Company has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Company must send, by first class mail (or send electronically if the Notes are held through DTC), a notice to the Trustee and each Holder, which notice shall govern the terms of the consummation Change of a transaction or series of transactions Control Offer. Such notice shall state: (1) that constitutes a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101.000 percent of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase (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) the purchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed (or sent if the Notes are held through DTC), except in the case of a conditional Change of Control Offer made in advance of a Change of Control pursuant to Section 4.17(g) (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”); and (4) the instructions determined by the Company, consistent with this covenant, that a Holder must follow in order to have its Notes purchased. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (c) On the Change of Control Payment Date, the Company commences an Offer shall, to Purchase the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable 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. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (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 $2,000 or an integral multiple of $1,000 thereafter. 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. (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable whether or not any other in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Indenture are applicable. The Section 4.17. (e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (f) Notwithstanding anything to the contrary in this Section 4.17, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.17 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Company prior to it being required to mail (iior send electronically if the Notes are held through DTC) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureOffer, the Company will comply and thereafter redeems all Notes called for redemption in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue terms set forth in such redemption notice. (g) A Change of such conflict. In addition, an Control Offer to Purchase may be made in advance of a Change of Control, conditional upon and conditioned upon, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. (h) Notes repurchased by the Company pursuant to a Change of Control Offer to Purchasewill have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder will have the right to require the Company has exercised its right to redeem purchase all or any part of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding such Holder's Notes at a Purchase Price purchase price in cash equal to 101% of the principal amount tendered, together with thereof plus accrued interestand unpaid interest and Additional Interest, if any, to but not including as of the Purchase Change of Control Payment Date (the “"Change of Control Payment”") in accordance with the terms set forth below (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date). For purposes ; PROVIDED, HOWEVER, that, notwithstanding the occurrence of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer shall not be obligated to Purchase for all outstanding purchase the Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to this Section 4.09 in the Offer event that it has exercised its right to Purchase are purchased on redeem all the terms Notes under paragraph 5 of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicablethe Notes. The Company shall not be required comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws and regulations in connection with the purchase of Notes pursuant to make this Section 4.09. To the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Change result of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 4.09(a) by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a thereof. (b) Within 30 days following any Change of Control, conditional upon the Company shall mail a notice to each Holder with a copy to the Trustee (the "Change of Control Offer") stating: (i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, on the relevant interest payment date); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the purchase date, if (which shall be no earlier than 10 Business Days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); and (iv) the instructions determined by the Company, consistent with this Section 4.09, that a definitive agreement is Holder must follow in place for order to have its Notes purchased. (c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer and (ii) pay to the Holders of Notes or portions thereof so tendered an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered. The Company shall promptly mail or deliver by wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Company shall promptly execute 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, HOWEVER, that each such new Note shall be in a principal amount of $1,000 or a multiple thereof. (d) In the event that at the time of launching such Change of Control the terms of the Credit Documents restrict or prohibit the repurchase of Notes pursuant to this Section 4.09, then prior to the mailing of the notice to Holders provided for in Section 4.09(b) but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Indebtedness under the Credit Documents or, if doing so will allow the purchase of Notes, offer to repay in full all Indebtedness under the Credit Documents and repay the Indebtedness under the Credit Documents of each lender who has accepted such offer or (ii) obtain the requisite consent under the Credit Documents to permit the repurchase of the Notes as provided for in Section 4.09(c). (e) The Company shall not be required to make a Change of Control Offer to Purchaseupon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Offer to Purchase upon Change of Control. Upon (a) Within 30 days following the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7Control Triggering Event, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount of the Notes tendered, together with accrued and unpaid interest, if any, to to, but not including including, the Purchase Date (the “Change of Control Payment”). For purposes of . (b) On the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of ControlDate, the Company commences an Offer will, to Purchase the extent lawful: (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered pursuant to the Offer to Purchase; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $150,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $150,000; (2) deposit with the Paying Agent an amount equal to the Purchase are Price in respect of all Notes or portions of Notes so accepted; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased on by the Company in accordance with the terms of this Section 4.15. (c) The Paying Agent will promptly transmit to each Holder of Notes so accepted the Purchase Price for such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of ControlNotes, and, in the mannercase of any Definitive Note purchased in part, the Trustee will promptly authenticate upon receipt of an Authentication Order and deliver to each Holder thereof a new Definitive Note equal in principal amount to any unpurchased portion of the Definitive Notes surrendered, if any; provided that each such new Definitive Note will be in a principal amount of $150,000 or integral multiples of $1,000 in excess thereof. (d) If a Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Purchase Date will be paid on the Purchase Date to the Person in whose name a Note is registered at the times and otherwise in compliance close of business on such Record Date. (e) The Company will comply, to the extent applicable, with the requirements set forth herein of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of the Notes pursuant to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under this Section 3.34.15. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached complied with its obligations under this Section 4.13 Indenture by virtue of such conflict. In additioncompliance. (f) Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Sections 3.05 and 3.06. (g) The Company will not be required to make an Offer to Purchase may upon a Change of Control Triggering Event if (1) a third party makes such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements of this Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (2) the Company has exercised its right to redeem all of the Notes pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. (h) Any Offer to Purchase may, at the Company’s discretion, be made in advance subject to one or more conditions precedent, including the completion of a Qualified Equity Offering, Change of Control, Asset Sale or other corporate transaction or the occurrence 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 of launching the Triggering Event. If an Offer to PurchasePurchase is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Company’s sole discretion, the Purchase Date may be delayed until such time (including more than 60 days after the date of the applicable notice) as any or all such conditions shall be satisfied or waived by the Company in its sole discretion, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Purchase Date, or by the Purchase Date as so delayed.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.15 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer shall give notice to Purchase for all outstanding Notes at each Holder and the Purchase Price and Trustee stating: (ii1) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes that the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times is being made pursuant to this Section 4.15 and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases that all Notes validly tendered and not withdrawn under will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) 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; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of redemption has been given the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under Section 3.3the 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 Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 described above by virtue of such conflict. In addition, an 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 thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control at Payment Date, the time Company shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of launching Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder so 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; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer to Purchaseon or as soon as practicable after the Change of Control Payment Date.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has Issuers have exercised its right their rights to redeem all of the Notes pursuant to in accordance with Section 3.7, the Company Issuers will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, interest to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences Issuers commence an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. . (b) The Change of Control provisions described above in Section 4.14(a) will be applicable whether or not any other provisions of this Indenture are applicable. Except as described in Section 4.14(a) with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (c) The Company Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer Offer. (d) The Issuers are required to comply with the applicable requirements of Rule 14e- 1 under the Exchange Act and any other applicable securities laws or (ii) a notice regulations in connection with any repurchase of redemption has been given under Section 3.3the Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an . (e) A Change of Control 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 of launching the Offer to PurchaseChange of Control Offer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will Issuers shall make an Offer to Purchase offer (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of the outstanding $1,000 in excess of $2,000) of each Holder’s Notes at a Purchase Price in cash purchase price equal to 101% of the aggregate principal amount tenderedthereof plus accrued and unpaid interest and Liquidated Damages, together with accrued interestif any, on the Notes purchased, if any, to but not including the Purchase Date date of repurchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within ten days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes tendered shall be accepted for payment; (2) 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”); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have 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 Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) 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 Xxxxxx is withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.15 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under Section 3.10 or this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Issuers shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) 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 (3) deliver or cause to be applicable whether delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or not any other provisions portions of this Indenture are applicableNotes being purchased by the Issuers. The Company 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; provided that each new Note shall be in a principal amount of $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i1) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.15 and Section 3.10 hereof and purchases all Notes validly tendered and not withdrawn under such the Change of Control Offer Offer, or (ii2) a notice of redemption has been given pursuant to this Indenture as described above under Section 3.3. To the extent that the provisions 3.03 hereof, unless and until there is a default in payment of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchaseredemption price.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, unless the Company at such time has exercised its given notice of redemption under Section 3.7 with respect to all outstanding Notes, each Holder will have the right to redeem require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of the $1,000) of that Holder’s Notes pursuant to Section 3.7a Change of Control Offer on the terms set forth in this Indenture; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. In such an event, the Company will make an Offer to Purchase offer (the a “Change of Control Offer”) all of the outstanding Notes at a Purchase Price price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes ) equal to 101% of the foregoingaggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, an Offer if any, on the Notes repurchased, to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase. Within 30 days following any Change of Control, unless the consummation Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, the Company will mail a notice to each holder describing the transaction or series of transactions that constitutes constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date will 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”), pursuant to the procedures required by this Indenture and described in such notice. 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 those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In additionOn the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) 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 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee 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 new Note will be in a minimum principal amount of $2,000 or an integral multiple 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 will not be required to Purchase make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the redemption price. A Change of Control Offer may be made in advance of a Change of Control, Control or conditional upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching the Control Offer to Purchaseis made.

Offer to Purchase upon Change of Control. Upon (a) If a Change of Control occurs, unless the occurrence Company at such time has given notice of redemption under Section 2.5 with respect to all amounts outstanding under this Note, the Holder will have the right to require the Company to repurchase all or any part of this Note pursuant to a Change of Control Offer on the terms set forth in this Note. In the Change of Control Offer, the Company will offer a payment in cash equal to 100% of the aggregate principal amount of the portion of this Note to be repurchased plus accrued and unpaid interest thereon to the date of purchase. Within 30 days following any Change of Control, unless the Company at such time has exercised its right given notice of redemption under Section 2.5 with respect to redeem all amounts outstanding under this Note, or, at the Company’s option, in advance of the Notes pursuant to Section 3.7a Change of Control, the Company will make an Offer to Purchase (containing information describing the “transaction or transactions that constitute the Change of Control Offer”) all of and offering to repurchase the outstanding Notes at a Purchase Price in cash equal to 101% of Note on the principal amount tendered, together with accrued interest, if any, to but not including the Purchase specified Payment Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of procedures required by this Note and described in such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. notice. (b) The Company shall will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Note applicable to a Change of Control Offer made by the Company and purchases all Notes validly this Note (or the portions thereof) when properly tendered and not withdrawn under such the Change of Control Offer or (ii) a notice of redemption has been given under pursuant to Section 3.32.5 of this Note unless and until there is a default in the payment of the applicable Redemption Price. To the extent that the provisions of any securities laws or regulations conflict with the A Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, Control and may be conditional upon such the occurrence of a Change of Control, Control if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. (c) The provisions described above that require the Company to make a Change of Control Offer to Purchasefollowing a Change of Control will be applicable whether or not any other provisions of this Note are applicable.

Offer to Purchase upon Change of Control. Upon the occurrence of (i) If a Change of ControlControl occurs, unless each Holder of Mortgage Bonds shall have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple of the Notes $1,000) of that Holder's Mortgage Bonds pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all on the terms set forth in this Supplemental Indenture. In the Change of Control Offer, the outstanding Notes at a Purchase Price Company shall offer an amount in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount tendered, together with of Mortgage Bonds repurchased plus accrued and unpaid interest, if any, on the Mortgage Bonds repurchased, to but not including the Purchase Date (the “Change of Control Payment”Payment Date (as defined below). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if . (iii) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an shall mail a notice to each Holder of Mortgage Bonds stating: (A) the description of the transaction or transactions that constitute the Change of Control, that the Change of Control Offer is being made pursuant to Purchase this Article V, Section 6(a), and that all Mortgage Bonds validly tendered and not withdrawn shall be accepted for payment; (B) 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"); (C) that any Mortgage Bonds not tendered or accepted for payment shall continue to accrue interest; (D) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes Mortgage Bonds accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (E) that Holders of Mortgage Bonds electing to have any Mortgage Bonds purchased pursuant to a Change of Control Offer shall be required to surrender the Mortgage Bonds properly endorsed, with the form entitled "Option of Holder to Elect Purchase" (substantially in the form of Exhibit E) properly completed, together with other customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (F) that Holders of Mortgage Bonds 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 Mortgage Bonds delivered for purchase, and a statement that such Holder of Mortgage Bonds is withdrawing its election to have the Mortgage Bonds purchased; and (iiG) that Holders of Mortgage Bonds whose Mortgage Bonds are being purchased only in part shall be issued new Mortgage Bonds equal in principal amount to the unpurchased portion of the Mortgage Bonds surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. (iii) If any of the Mortgage Bonds subject to a Change of Control Offer are in the form of a Global Bond, then the Company shall modify such notice to the extent necessary to accord with the applicable procedures of the Depositary applicable to offers to purchase. (iv) On the Change of Control Payment Date, the Company shall, to the extent lawful: (A) accept for payment all Notes Mortgage Bonds or portions thereof properly tendered pursuant to the Change of Control Offer; (B) deposit with the Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Mortgage Bonds or portions thereof so tendered; and (C) deliver or cause to be delivered to the Trustee the Mortgage Bonds so accepted together with an Officer's Certificate stating the aggregate principal amount of Mortgage Bonds or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Mortgage Bonds so tendered the Change of Control Payment for such Mortgage Bonds, and the Trustee shall promptly authenticate and make available for delivery to each Holder of Mortgage Bonds a new Mortgage Bond equal in principal amount to any unpurchased portion of the Mortgage Bonds surrendered, if any; provided that each such new Mortgage Bonds shall be in a principal amount of $1,000 or an integral multiple thereof. Any Mortgage Bonds not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (v) The Change of Control provisions described above will that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Supplemental Indenture are applicable. . (vi) The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly Mortgage Bonds properly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will shall make an Offer to Purchase offer (the “a "Change of Control Offer”") to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of the outstanding Notes each Holder's Notes, at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer shall give notice to Purchase for all outstanding Notes at each Holder and the Purchase Price and Trustee stating: (ii1) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes that the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times is being made pursuant to this Section 4.15 and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases that all Notes validly tendered and not withdrawn under will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (4) 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 and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, 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; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of redemption has been given the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under Section 3.3the 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 Notes as a result of 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 Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed relating to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.Offer,

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7Control and a corresponding Rating Decline, the Company will shall make an Offer to Purchase offer (the “a "Change of Control Offer”") to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of the outstanding Notes each Holder's Notes, at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of Within 30 days after the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation occurrence of a transaction or series of transactions that constitutes Rating Decline following a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (or, if the Rating Decline occurs before the corresponding Change of Control, not more than 60 days nor less than 30 days after the occurrence of the Change of Control) (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 4.15 by virtue thereof. (b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. . (d) Notwithstanding the foregoing, in the event that the Notes are not rated by a Rating Agency, then the Company shall be obligated to make a Change of Control Offer upon a Change of Control in accordance with the provisions of this Section 4.15 notwithstanding the absence of a Rating Decline. (e) The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7Control occurs, the Company will shall make an Offer to Purchase offer (the “a "Change of Control Offer”") to each Holder to purchase all or any part, equal to $1,000 or an integral multiple of $1,000, of the outstanding Notes Holder's Debentures at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date fixed for purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if Within thirty (i30) within 60 business days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to purchase the Debentures on the date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days from the date the notice is mailed (the "Change of Control Payment Date") and described in the notice. 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 those laws and regulations are applicable to the purchase of the Debentures as a result of a Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Debentures or portions of Debentures properly tendered under the Change of Control Offer; (2) deposit with the Paying Agent an Offer amount equal to Purchase for the Change of Control Payment in respect of all outstanding Notes at Debentures or portions of the Purchase Price Debentures so tendered; and (ii3) all Notes properly tendered pursuant deliver or cause to be delivered to the Trustee the Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount of Debentures or portions of the Debentures being purchased by the Company. The Paying Agent shall mail promptly to each Holder of Debentures so tendered the Change of Control Payment for the Debentures, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, provided, however, that each new Debenture shall be in a principal amount of $1,000 or an integral multiple of $1,000. The Company shall notify each Holder of the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date. The Change of Control provisions described above will in this Section 4.14 shall be applicable whether or not notwithstanding any other provisions of this Indenture are applicableIndenture. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.14 and purchases all Notes Debentures validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.15 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.15 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon (a) If a Change of Control occurs, and the occurrence of a Company does not redeem the Notes as described in Section 3.07 hereof within 60 days after the Change of Control, unless each Holder of Notes shall have the right to require the Company has exercised its right to redeem repurchase all or any part, equal to $1,000 or an integral multiple of the $1,000, of that Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control ox Xxxxrol Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with of the Notes repurchased plus accrued interestand unpaid interest and Liquidated Damages, if any, to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer shall mail a notice to Purchase for all outstanding each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes at on the Purchase Price date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (ii) all Notes properly tendered the "Change of Control Payment Date"), pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of procedures required by this Indenture are applicableand described in such notice. The Company shall not be required comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to make the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Change result of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of the Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of the Notes being purchased by the Company. In additionThe 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; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. 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 provisions described above that require the Company to Purchase may make a Change of Control Offer following a Change of Control shall be made in advance applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, conditional upon such 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 or similar transaction. (c) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control, Control Offer upon a Change of Control if a definitive agreement is in place for third party makes the Change of Control Offer in the manner, at the time times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of launching Control Offer made by the Offer to PurchaseCompany and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

Offer to Purchase upon Change of Control. Upon (a) If a Change of Control occurs, each Holder shall have the right to require the Issuer to purchase all or any part (equal to €100,000 or integral multiples of €1,000 in excess thereof; provided that notes of €100,000 or less may only be redeemed in whole and not in part) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101.000% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of purchase (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed (or sent if the Notes are held through Euroclear or Clearstream)) (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07. (b) Within 30 days following the date upon which the Change of Control occurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall send, by first class mail (or send electronically if the Notes are held through Euroclear or Clearstream), a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101.000% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase (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) the purchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed (or sent if the Notes are held through Euroclear or Clearstream)) (the “Change of Control Payment Date”) except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction); (4) the instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its Notes purchased; and (5) if such notice is delivered prior to the occurrence of a Change of Control, unless stating that the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all Offer is conditional on the occurrence of the outstanding Notes at such Change of Control. Holders electing to have a Purchase Price in cash equal Note purchased pursuant to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “a Change of Control Payment”). For purposes Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the foregoingNote completed, an Offer to Purchase shall be deemed the Paying Agent at the address specified in the notice prior to have been made if (i) within 60 days following the date close of business on the consummation of a transaction or series of transactions that constitutes a third Business Day prior to the Change of ControlControl Payment Date. (c) On the Change of Control Payment Date, the Company commences an Offer Issuer shall, to Purchase the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) 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 thereof being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, promptly authenticate and mail or deliver (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 €100,000 or an integral multiple of €1,000 thereafter. 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. (d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable whether in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any such securities laws or not any other regulations conflict with the provisions of this Indenture Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof. If and for so long as the Notes are applicable. The Company listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer as soon as reasonably practicable after the Change of Control Payment Date in a leading newspaper of general circulation in Luxembourg or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange (wxx.xxxxxx.xx). (e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.000 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.17 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (iior send electronically if the Notes are held through Euroclear or Clearstream) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureOffer, the Company will comply and thereafter redeems all Notes called for redemption in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue terms set forth in such redemption notice. (g) A Change of such conflict. In addition, an Control Offer to Purchase may be made in advance of a Change of Control, conditional and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. (h) Notes repurchased by the Issuer pursuant to a Change of Control Offer to Purchasewill have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will Obligors shall make an Offer to Purchase offer (the “a "Change of Control Offer”") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the outstanding each Holder's Notes at a Purchase Price in cash purchase price equal to 101% of the principal amount tendered, together with Accreted Value thereof plus accrued and unpaid interest, if any, to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer Obligors shall mail a notice to Purchase for all outstanding Notes at the Purchase Price and each Holder stating: (ii1) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes that the Change of Control Offer contemporaneously with or upon a is being made pursuant to this Section 8.7 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 and no later than 60 calendar days from the date such notice is mailed (the "Change of ControlControl Payment Date"); (3) that any Note not tendered will continue to accrete or accrue interest; (4) that, unless the Obligors default in the mannerpayment of the Change of Control Payment, at all Notes accepted for payment pursuant to the times and otherwise in compliance with Change of Control Offer shall cease to accrete or accrue interest after the requirements set forth herein applicable Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer made by will be required to surrender the Company and purchases all Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes validly tendered and not withdrawn under such completed, to the Obligors at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Obligors receive, 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 at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount at maturity or an integral multiple thereof. The Obligors shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a notice Change of redemption has been given under Section 3.3Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureAgreement, the Company Obligors will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.13 Agreement by virtue of such conflict. In addition, an 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 . (b) On the Change of Control Payment Date, the Obligors shall, to the extent lawful, accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer. The Obligors shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and shall promptly mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered by such Holder, if any; provided, that each such new Note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. The Obligors shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) The Obligors shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the time times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of launching Control Offer made by the Offer to PurchaseObligors and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes shall have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer shall mail a notice to Purchase for all outstanding Notes at the Purchase Price and each Holder stating: (iia) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes that the Change of Control Offer contemporaneously with or upon a is being made pursuant to this Section 4.14 and that all Notes properly tendered will be accepted for payment; (b) the purchase price and the purchase date (the "Change of ControlControl Payment 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 properly tendered will continue to accrue interest; (d) that, unless the Company defaults in the mannerpayment of the Change of Control Payment, at all Notes accepted for payment pursuant to the times Change of Control Offer will cease to accrue interest and otherwise in compliance with Liquidated Damages, if any, after the requirements set forth herein applicable Change of Control Payment Date; (e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer made will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry, to the Company and purchases all Notes validly tendered and Paying Agent at the address specified in the notice not withdrawn under such Change later than the close of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with business on the Change of Control provisions Payment Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 business on the Change of Control at Payment Date, a telegram, telex, facsimile transmission or letter setting forth the time name of launching the Offer Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to Purchase.have such Notes purchased; (g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry), which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; and (h) a description of the transaction or transactions that constitute the

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl Triggering Event occurs, unless the Company has exercised its any right to redeem the Senior Notes, each Holder thereof will have the right to require that the Company repurchase all or a portion (in excess of the $2,000 in integral multiples of $1,000) of such Holder’s Senior Notes pursuant to Section 3.7, an offer by the Company will make an Offer to Purchase (the a “Change of Control Offer”) all of the outstanding Notes at a Purchase Price repurchase price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued and unpaid interest, if any, to on the Senior Notes repurchased, but not including including, to the Purchase Date date of repurchase (the “Change of Control Payment”). For purposes Within 30 days following any Change of Control Triggering Event, or at the Company’s option, prior to any Change of Control but after the public announcement of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a pending Change of Control, the Company commences an Offer will mail a notice to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant each such Holder, with a copy to the Offer to Purchase are purchased on Trustee, which terms will govern the terms of such Offer to Purchase. The the Change of Control provisions described above will be applicable whether or not any Offer. Such notice shall state, among other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if things: (i) a third party makes that the Change of Control Offer contemporaneously with or upon is being made pursuant to this Section 5.01 and that all Senior Notes tendered will be accepted for payment; (ii) that a Change of ControlControl Triggering Event has occurred and that such Holder has the right to require the Company to repurchase all or a portion of such Xxxxxx’s Senior Notes at the Change of Control Payment; (iii) the circumstances and relevant facts regarding such Change of Control Triggering Event; (iv) the repurchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”); (v) the instructions, as determined by the Company, consistent with this Section 5.01; (vi) that any Senior Note not tendered will continue to accrue interest; (vii) that, unless the Company defaults in the mannerpayment of the Change of Control Payment, at all Senior Notes accepted for payment pursuant to the times and otherwise in compliance with Change of Control Offer will cease to accrue interest after the requirements set forth herein applicable Change of Control Payment Date; (viii) that Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer made by will be required to surrender the Company and purchases all Senior Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Senior Notes validly tendered and not withdrawn under such completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Offer Payment Date; (ix) that each Holder will be entitled to withdraw its 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 such Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Senior Notes purchased; and (iix) that Holders whose Notes are being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a notice result of redemption has been given under Section 3.3a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 5.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 5.01 by virtue of such conflictcompliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased by the Company. In additionThe Paying Agent will promptly deliver to each Holder of Senior Notes properly tendered the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and cause to be transferred by book entry or otherwise deliver to each such Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each new Senior Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer to Purchase on or as soon as practicable after the Change of Control Payment Date. (c) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching making of the Change of Control Offer. The Change of Control Offer, if mailed prior to the date of consummation of the Change of Control, will state that the offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 5.01, the Company will not be required to make a Change of Control Offer to Purchaseupon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.01 and purchases all Senior Notes properly tendered and not withdrawn under such Change of Control Offer.

Offer to Purchase upon Change of Control. Upon In the event of the occurrence of a Change of ControlControl (the date of such occurrence being the "Change of Control Date"), unless the Company has exercised its right to redeem all shall notify the Holders of the Notes pursuant of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date (or, at the Company's option, prior to Section 3.7such Change of Control Date), the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes then outstanding, and shall purchase all Notes validly tendered, at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest thereon, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant subject to the Offer to Purchase are purchased right of Holders of record on the terms of such Offer relevant record date to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicablereceive interest due on the relevant Interest Payment Date). The Company shall not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in to Purchase at the mannersame purchase price, at the times same time and otherwise in compliance with the requirements set forth herein applicable to a Change of Control an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase. In addition, the Company shall not be required to make an Offer to Purchase, as provided above, if, in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an "Alternate Offer") any and all Notes validly tendered at a cash price equal to or higher than the Purchase Price and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer so long as the terms and conditions of such contemplated Change of Control are described in reasonable detail to the Holders in the notice delivered in connection with such Offer or (ii) to Purchase. If a notice Change of redemption has been given Control occurs which also constitutes an event of default under Section 3.3the Senior Credit Facility, the lenders under the Senior Credit Facility would be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the terms of the Senior Credit Facility. To Accordingly, any claims of such lenders with respect to the extent that assets of the Company and its Subsidiaries will be prior to any claim of the Holders of the Notes with respect to such assets. In addition, the subordination provisions of any securities laws or regulations conflict this Indenture prohibit the Company from complying with the Change of Control provisions provisions. If an Offer to Purchase is made, the Company may not have available funds sufficient to pay for all of this the Notes that might be tendered by Holders of Notes seeking to accept the Offer to Purchase. If the Company fails to repurchase all of the Notes tendered for purchase, such failure will constitute an Event of Default under the Indenture. If the Company makes an Offer to Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any other applicable securities federal or state securi- ties laws and regulations and will any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed an Event of Default or an event that, with the passing of time or giving of notice, or both, would constitute an Event of Default. Except as described in this covenant with respect to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change this Indenture does not contain any provisions that permit the Holders of Controlthe Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchaserecapitalization or similar transaction.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer shall mail a notice to Purchase each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable law, rules and regulations) and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. 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 laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions hereof relating to such Change of Control Offer, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described hereof by virtue thereof. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee 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 $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date in accordance with Section 3.09 hereof. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. 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 or similar transaction. Prior to complying with the provisions of the preceding paragraphs, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Indebtedness of its Subsidiaries or obtain the requisite consents, if any, under the New Credit Facility and the Senior Subordinated Notes to permit the repurchase of the Notes required by this section. The Company will not be required to purchase any Debentures until it has complied with the preceding sentence, but the Company's failure to make a Change of Control Offer when required or to purchase tendered Notes when tendered would constitute an Event of Default under this Indenture. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon (a) Following the occurrence of a Change of Control, unless Control (the Company has exercised its right to redeem all date of such occurrence being the Notes pursuant to Section 3.7"CHANGE OF CONTROL DATE"), the Company will shall notify the Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase (the “Change of Control Offer”) all of the Securities then outstanding Notes at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest thereon, if any, to but not including the Purchase Date (subject to the “Change right of Control Payment”Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date). For purposes Each Holder shall be entitled to tender all or any portion of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount. (b) On or prior to the Purchase are purchased on Date specified in the terms of such Offer to Purchase, the Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Change Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Control provisions described above will Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be applicable whether promptly mailed or not any other provisions of this Indenture are applicabledelivered by the Company to the Holder thereof. The Company shall not be required publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Company makes an Offer to make Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and 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 repurchase of Securities pursuant of a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.14, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase4.14.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple of the $1,000) of that Xxxxxx's Notes pursuant to Section 3.7a written offer (the "Change of Control Offer") on the terms set forth in this Indenture. In the Change of Control Offer, the Company will make an Offer offer to Purchase (repurchase the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price price in cash (the "Purchase Price") equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date Date. Within thirty (30) days following any Change of Control, the “Company will send a Change of Control Payment”Offer by first class mail, postage prepaid, to each Holder at its address appearing in the security register on the date of the Change of Control Offer, containing all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer, including: (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes (or portions thereof) timely tendered will be accepted for payment; (2) the Purchase Price to be paid by the Company for each $1,000 principal amount of Notes; (3) the expiration date (the "Expiration Date") of the Change of Control Offer which shall be, subject to any contrary requirements of applicable law, not less than thirty (30) days or more than sixty (60) days after the date of mailing of such Change of Control Offer; (4) a settlement date (the "Purchase Date") for purchase of Notes within five (5) business days after the Expiration Date, subject to any contrary requirements of applicable law; (5) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Purchase Date, but that any Note not tendered will continue to accrue interest at the same rate; (6) that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer; (7) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount; (8) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable; (9) that each Holder electing to tender a Note pursuant to the Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Change of Control Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing); (10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender; and (11) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Note so tendered. The Company shall notify the Trustee at least fifteen (15) days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Change of Control Offer of the Company's obligation to make a Change of Control Offer, and such offer may, at the Company's request, be mailed by the Trustee in the name and at the expense of the Company. For purposes of the foregoing, an a Change of Control Offer to Purchase shall be deemed to have been made if (i) within 60 thirty (30) days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an a Change of Control Offer to Purchase for Holders of all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Change of Control Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicableOffer. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption with respect to all outstanding Notes has been given pursuant to Section 3.7 hereof and the Company redeems all such Notes in accordance with Article III. The Company shall comply with the requirements of Rule 14e-1 under Section 3.3the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an 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 of launching the Offer to Purchasecompliance.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right rights to redeem all of the Notes pursuant to in accordance with Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price (provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuer to effect such Offer to Purchase, so long as the Issuer has used and continues to use its commercial best efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Company Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder will have the right to require the Company has exercised its right to redeem purchase all or any part of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding such Holder’s Notes at a Purchase Price purchase price in cash equal to 101% of the principal amount tendered, together with thereof plus accrued interestand unpaid interest and Additional Interest, if any, to but not including as of the Purchase Change of Control Payment Date (the “Change of Control Payment”) in accordance with the terms set forth below (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date). For purposes ; provided, however, that, notwithstanding the occurrence of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer shall not be obligated to Purchase for all outstanding purchase the Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to this Section 4.09 in the Offer event that it has exercised its right to Purchase are purchased on redeem all the terms Notes under paragraph 5 of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicablethe Notes. The Company shall not be required comply, to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Controlextent applicable, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable of Section 14(e) of the Exchange Act and any other securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under this Section 3.34.09. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.09, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 4.09(a) by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a thereof. (b) Within 30 days following any Change of Control, conditional upon the Company shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, on the relevant interest payment date); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the purchase date (which shall be no earlier than 10 Business Days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); and (iv) the instructions determined by the Company, if consistent with this Section 4.09, that a definitive agreement is Holder must follow in place for order to have its Notes purchased. (c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer and (ii) pay to the Holders of Notes or portions thereof so tendered an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered. The Company shall promptly mail or deliver by wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Company shall promptly execute 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, however, that each such new Note shall be in a principal amount of $1,000 or a multiple thereof. (d) In the event that at the time of launching such Change of Control the terms of the Credit Documents restrict or prohibit the repurchase of Notes pursuant to this Section 4.09, then prior to the mailing of the notice to Holders provided for in Section 4.09(b) but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Indebtedness under the Credit Documents or, if doing so will allow the purchase of Notes, offer to repay in full all Indebtedness under the Credit Documents and repay the Indebtedness under the Credit Documents of each lender who has accepted such offer, or (ii) obtain the requisite consent under the Credit Documents to permit the repurchase of the Notes as provided for in Section 4.09(c). (e) The Company shall not be required to make a Change of Control Offer to Purchaseupon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 and such third party purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl Triggering Event occurs, unless the Company has Issuers have exercised its right the option to redeem all of the Notes pursuant by notifying the noteholders to that effect as provided in Section 3.73.07, the Company Issuers will be required to make an Offer to Purchase offer (the a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $1,000 or integral multiples of that amount) of that Holder’s Notes on the outstanding Notes at terms set forth in the Notes. In a Purchase Price Change of Control Offer, the Issuers will be required to offer payment in cash equal to 101% of the aggregate principal amount tenderedof the Notes repurchased, together with plus accrued and unpaid interest, if any, to on the Notes that are repurchased to, but not including including, the Purchase Date date of repurchase (the a “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following any Change of Control Triggering Event or, at the date of the consummation of a transaction or series of transactions that constitutes a Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date that notice is mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. (b) On each Change of Control Payment Date, the Company commences an Offer will, to Purchase the extent lawful: (1) accept for payment all outstanding Notes at the Purchase Price and (ii) all or portions of Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) 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 (3) deliver or cause to be applicable whether delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or not any other provisions portions of Notes being repurchased and that all conditions precedent provided for in this Indenture are applicable. to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with. (c) The Company shall Issuers will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, such an offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer for an offer made by the Company and the third party purchases all Notes validly properly tendered and not withdrawn under such its offer. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations, in connection with the repurchase of the Notes as a result of a Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Indenturethe Notes, the Company Issuers will comply with the applicable those securities laws and regulations and will not be deemed to have breached its the Company’s obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 Offer provisions of the Notes by virtue of any such conflict. (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in response to a Change of Control Offer and the Issuers, or any third party making the Change of Control Offer in lieu of the Issuers as provided in Section 4.15(c), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the time principal amount thereof plus accrued but unpaid interest to but not including the date of launching the Offer to Purchaseredemption set forth in such notice.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuer will make an Offer to Purchase to Holders (the “Change of Control Offer”) of all of the outstanding Notes (with a copy to the Trustee) at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date (the “Change of Control PaymentPayment Date”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The . (b) On the Change of Control provisions described above Payment Date, the Issuer will, to the extent permitted by law: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Offer to Purchase; (ii) deposit with the paying agent an amount equal to the Purchase Price in respect of all Notes or portions of Notes so tendered (the “Change of Control Payment”); and (iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that all Notes or portions of such Notes have been tendered to and purchased by the Issuer. In the event that the Issuer makes a Change of Control Payment, the Paying Agent will promptly mail to each Holder of the Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be applicable whether 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 must be in a principal amount of $2,000 or not any other provisions an integral multiple of this Indenture are applicable$1,000 in excess thereof. The Company Issuer will publicly announce the results of the Offer to Purchase on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflictOffer. In addition, an 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 of launching commencing the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes shall have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest and Liquidated Damages, if any, thereon to but not including the Purchase Date date of purchase (the “"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Payment”and offering to repurchase Notes on the date specified in such notice, which date 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"), pursuant to the procedures required hereby and described in such notice. For purposes The Company will comply with the requirements of Rule 14e-l 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 repurchase of the foregoingNotes as a result of a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an Offer amount equal to Purchase shall the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be deemed delivered to have been made the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee 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 (i) any; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this covenant, but in any event within 60 90 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchaserequired by this covenant. The Company will publicly announce the results of the Change of Control provisions described above will be applicable whether Offer on or not any other provisions as soon as practicable after the Change of this Indenture are applicableControl Payment Date. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon (a) If a Change of Control occurs, each Holder shall have the right to require the Issuer to purchase all or any part (equal to €100,000 or integral multiples of €1,000 in excess thereof; provided that notes of €100,000 or less may only be redeemed in whole and not in part) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101.000% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07. (b) Within 30 days following the date upon which the Change of Control occurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall send, by first class mail (or send electronically if the Notes are held through Euroclear or Clearstream), a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state: (1) that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101.000% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase (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) the purchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed (or sent if the Notes are held through Euroclear or Clearstream)) (the “Change of Control Payment Date”) except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction); (4) the instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its Notes purchased; and (5) if such notice is delivered prior to the occurrence of a Change of Control, unless stating that the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company will make an Offer to Purchase (the “Change of Control Offer”) all Offer is conditional on the occurrence of the outstanding Notes at such Change of Control. Holders electing to have a Purchase Price in cash equal Note purchased pursuant to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “a Change of Control Payment”). For purposes Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the foregoingNote completed, an Offer to Purchase shall be deemed the Paying Agent at the address specified in the notice prior to have been made if (i) within 60 days following the date close of business on the consummation of a transaction or series of transactions that constitutes a third Business Day prior to the Change of ControlControl Payment Date. (c) On the Change of Control Payment Date, the Company commences an Offer Issuer shall, to Purchase the extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) 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 thereof being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, promptly authenticate and mail or deliver (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 €100,000 or an integral multiple of €1,000 thereafter. 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. (d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable whether in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any such securities laws or not any other regulations conflict with the provisions of this Indenture Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof. If and for so long as the Notes are applicable. The Company listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer as soon as reasonably practicable after the Change of Control Payment Date in a leading newspaper of general circulation in Luxembourg or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). (e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.000 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.17 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (iior send electronically if the Notes are held through Euroclear or Clearstream) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureOffer, the Company will comply and thereafter redeems all Notes called for redemption in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue terms set forth in such redemption notice. (g) A Change of such conflict. In addition, an Control Offer to Purchase may be made in advance of a Change of Control, conditional and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. (h) Notes repurchased by the Issuer pursuant to a Change of Control Offer to Purchasewill have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, unless each Holder of Notes will have the Company has exercised its right to redeem require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple of the $1,000) of that Holder’s Notes pursuant to Section 3.7a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company Issuers will make an Offer to Purchase offer a payment (the a “Change of Control OfferPayment”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the aggregate principal amount tendered, together with of Notes repurchased plus accrued interestand unpaid interest and Additional Interest, if any, on the Notes repurchased, to but not including the Purchase Date (the “Change date of Control Payment”)purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within Within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a any Change of Control, the Company commences an Offer Issuers will mail a notice to Purchase each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date of such Change of Control Payment specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Section 4.14 by virtue of such conflict. On the date of such Change of Control Payment, the Issuers will, to the extent lawful: (1) accept for payment all outstanding Notes at the Purchase Price and (ii) all or portions of Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer; (2) 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 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee 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 new Note will be applicable whether in a minimum principal amount of $1,000 or not any other provisions an integral multiple of this Indenture are applicable$1,000. The Company shall Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of such Change of Control Payment. The Issuers will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer or (ii) a notice of redemption has been given under pursuant to Section 3.33.9 of this Indenture unless and until there is a default in the payment of the applicable redemption price. To the extent that the provisions of any securities laws or regulations conflict with the A Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, Control or conditional upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the Issuers will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provision of this Indenture is applicable. Except as described above with respect to Purchasea Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Offer to Purchase upon Change of Control. Upon the occurrence of If a Change of ControlControl occurs, unless the Company at such time has exercised its given notice of redemption under Section 3.7 with respect to all outstanding Notes, each Holder will have the right to redeem require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of the $1,000) of that Holder’s Notes pursuant to Section 3.7a Change of Control Offer on the terms set forth in this Indenture; provided that no partial redemption shall result in a Note having a principal amount of less than $2,000. In such an event, the Company will make an Offer to Purchase offer (the a “Change of Control Offer”) all of the outstanding Notes at a Purchase Price price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes ) equal to 101% of the foregoingaggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, an Offer if any, on the Notes repurchased, to Purchase shall be deemed to have been made if (i) within 60 days following the date of purchase. Within 30 days following any Change of Control, unless the consummation Company at such time has given notice of redemption under Section 3.7 with respect to all outstanding Notes, the Company will mail a notice to each holder describing the transaction or series of transactions that constitutes constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date will 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”), pursuant to the procedures required by this Indenture and described in such notice. 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 those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In additionOn the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) 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 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee 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 new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1.00 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 will not be required to Purchase make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.9 of this Indenture unless and until there is a default in the payment of the redemption price. A Change of Control Offer may be made in advance of a Change of Control, Control or conditional upon such the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching the Control Offer to Purchaseis made.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (equal to $200,000 or an integral multiple of the Notes $1 in excess thereof) of such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.17 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.17 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Hoxxxx xs withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $200,000 in principal amount or an integral multiple of $1 in excess thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.17 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.17 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the “Change of Control Date”), unless the Company has exercised its right to redeem all shall notify the Holders of the Notes pursuant to Section 3.7of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Company will Change of Control Date, make an Offer to Purchase (the “Change of Control Offer”) all of the Notes then outstanding Notes at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interestand unpaid interest thereon, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions Date; provided that constitutes a Change of Control, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the a transaction that would constitute a Change of Control at the time of launching making such Offer to Purchase. Each Holder shall be entitled to tender all or any portion of the Notes owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount. (b) On or prior to the Purchase Date specified in the Offer to Purchase, the Company shall (i) accept for payment all Notes or portions thereof validly tendered pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Notes or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the Purchase Price for such Notes, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Notes a new Note or Notes equal in principal amount to any unpurchased portion of the Note surrendered as requested by the Holder. Any Note not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) The Company will not be required to make an Offer to Purchase upon the occurrence of a Change of Control if another entity makes the Offer to Purchase, in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase upon a Change of Control and purchases all Notes properly tendered and not withdrawn pursuant to such Offer to Purchase. (d) If the Company makes an Offer to Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other applicable Federal or state securities laws and regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed a Default or an Event of Default.

Offer to Purchase upon Change of Control. ‌ (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.15 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, 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; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.15 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder will have the Company has exercised its right to redeem require AirGate to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to __________ __, 2004) or 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest thereon, if any, to but not including the Purchase Date date of purchase (if such date of purchase is on or after __________ __, 2004) (the “"Change of Control Payment”"). For purposes Within 30 days following any Change of Control, AirGate will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. AirGate shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date Notes as a result of the consummation of a transaction or series of transactions that constitutes a Change of Control. On the Change of Control Payment Date, AirGate shall, to the Company commences an Offer to Purchase extent lawful, (a) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Accreted Value or aggregate principal amount, as applicable, of Notes or portions thereof being purchased by AirGate. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee 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 $1,000 or an integral multiple thereof. AirGate will publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to PurchaseControl Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that AirGate repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. AirGate shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company AirGate and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company AirGate will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7Control Triggering Event, the Company will Issuers shall make an Offer to Purchase offer (the a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of the outstanding $1,000 in excess of $2,000) of each Holder’s Notes at a Purchase Price in cash purchase price equal to 101101 % of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest on the Notes purchased, if any, to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes Within ten days following any Change of Control Triggering Event, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered shall be accepted for payment; (2) 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”); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Issuers default in the payment of the foregoingChange of Control Payment, an all Notes accepted for payment pursuant to the Change of Control Offer shall cease to Purchase accrue interest after the Change of Control Payment Date; (5) 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; (6) 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 Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.11 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have been made if breached their obligations under this Section 4.11 by virtue of such compliance. (ib) within 60 days following On the date of the consummation of a transaction or series of transactions that constitutes a Change of ControlControl Payment Date, the Company commences an Offer Issuers shall, to Purchase the extent lawful: (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will Offer; (2) 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 (3) deliver or cause to be applicable whether delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or not any other provisions portions of this Indenture are applicableNotes being purchased by the Issuers. The Company Paying Agent shall promptly deliver 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; provided that each new Note shall be in a principal amount of $2,000 or in integral multiples of $1,000 in excess of $2,000. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.11, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i1) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.11 and purchases all Notes validly tendered and not withdrawn under such the Change of Control Offer Offer, or (ii2) a notice of redemption has been given pursuant to this Indenture as described above under Section 3.3. To the extent that the provisions 3.03 hereof, unless and until there is a default in payment of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchaseredemption price.

Offer to Purchase upon Change of Control. ‌ (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (provided that such portion is a Permitted Denomination) of the Notes such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.15 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be a Permitted Denomination. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a Permitted Denomination. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.15 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuer will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company Issuer commences an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. On the Purchase Date, the Issuer shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption with respect to all outstanding Notes has been given under pursuant to Section 3.33.7(a). To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and will not no Default or Event of Default shall be deemed to have breached its obligations under this Section 4.13 by virtue occurred as a result of such conflictcompliance. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless each Holder shall have the right to require the Company has exercised its right to redeem purchase all or any portion (equal to $200,000 or an integral multiple of the Notes $1 in excess thereof) of such Holder’s Notes, pursuant to an offer described in this Section 3.7, the Company will make an Offer to Purchase 4.17 (the a “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an shall give notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to Purchase this Section 4.17 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all outstanding Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the Purchase Price address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (ii7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $200,000 in principal amount or an integral multiple of $1 in excess thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described above by virtue thereof. (b) On or before 10:00 a.m. New York time on the Business Day immediately preceding the Change of Control Payment Date, the Company shall, 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 an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so 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; provided, however, that each such new Note will be in a principal amount of $200,000 or an integral multiple of $1 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer to Purchase are purchased on or as soon as practicable after the terms Change of such Offer to Purchase. Control Payment Date. (c) The Change of Control provisions described above will shall be applicable whether or not any other provisions of this Indenture are applicable. (d) The foregoing provisions of this Section 4.17 that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether any other provisions of this Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (iie) a notice of redemption has been given under Section 3.3. To the extent that the The provisions of any securities laws or regulations conflict with this Section 4.17 relating to the Company’s obligation to make a Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an Offer to Purchase may be made in advance waived or modified, prior to the occurrence of a Change of Control, conditional upon such Change with the written consent of Control, if the holders of a definitive agreement is majority in place for aggregate principal amount of the Change of Control at the time of launching the Offer to Purchasethen outstanding Notes.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the Company has exercised its right to redeem require NEHC to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the Accreted Value thereof on the date of purchase (if such date of purchase is prior to July 15, 2002) or 101% of the aggregate principal amount tendered, together with thereof plus accrued interestand unpaid interest and Liquidated Damages thereon, if any, to but not including the Purchase Date date of purchase (if such date of purchase is after July 15, 2002) (the “"Change of Control Payment”Payment")~ Within 30 days following any Change of Control, NEHC will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date 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"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. For purposes NEHC shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date Notes as a result of the consummation of a transaction or series of transactions that constitutes a Change of Control. On the Change of Control Payment Date, NEHC shall, to the Company commences an Offer to Purchase extent lawful, (1) accept for all outstanding Notes at the Purchase Price and (ii) payment all Notes or portions thereof properly tendered pursuant to the Offer Change of Control Offer, (2) deposit with the Paying Agent an amount equal to Purchase are the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased on by NEHC. The Paying Agent will promptly mail to each Holder of Notes so tendered the terms Change of Control Payment for such Offer Notes, and the Trustee will promptly authenticate and mail (or cause to Purchasebe 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 $1,000 or an integral multiple thereof. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. The Company 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 NEHC repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. NEHC shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company NEHC and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless each Holder of Notes will have the right to require the Company has exercised its right to redeem repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the such Holder's Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101% of the aggregate principal amount tendered, together with thereof plus accrued and unpaid interest, if any, to but not including excluding the Purchase Date date of purchase (the “"Change of Control Payment”"). For purposes Within 30 calendar days following any Change of Control, the Company will mail a notice to each Holder stating: (a) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment; (b) the purchase price and the purchase date, which will be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment Date"); (c) that any Note not tendered will continue to accrue interest; (d) that, unless the Company defaults in the payment of the foregoingChange of Control Payment, an all Notes accepted for payment pursuant to the Change of Control Offer will cease to Purchase shall be deemed accrue interest on and after the Change of Control Payment Date; (e) that Holders electing to have been made any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date; (f) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the 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 such Notes purchased; and (ig) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 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 laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful, (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent will promptly mail to each Holder of Notes so accepted the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail 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 $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.14, but in any event within 60 90 calendar days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase for shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions of required by this Indenture are applicableSection 4.14. The Company shall not be required to make publicly announce in The Wall Street Journal, or if no longer published, a Change national newspaper of Control Offer upon a Change general circulation the results of Control if (i) a third party makes the Change of Control Offer contemporaneously with on or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with as soon as practicable after the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchasePayment Date.

Offer to Purchase upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its each Purchaser shall have a right to redeem require Reorganized Teletrac to repurchase all or any part of the such Purchaser's Senior Secured Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “"Change of Control Offer”") all of the outstanding Notes at a Purchase Price an offer price in cash equal to 101100% of the aggregate principal amount tenderedthereof, together with plus accrued interest, if any, and unpaid interest thereon to but not including the Purchase Date date of purchase (the “Change the"Change of Control Payment”"). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 Within 20 days following the date upon which the Change of Control occurred (the "Change of Control Date"), Reorganized Teletrac shall send, by first class mail, a notice to each Purchaser, with a copy to the Agent, which notice shall govern the terms of the consummation of a transaction or series of transactions that constitutes a Change of Control, Control Offer. The notice to the Company commences an Purchasers shall contain all instructions and materials necessary to enable such Purchasers to tender Senior Secured Notes pursuant to the Change of Control Offer. Such notice shall state: (i) that the Change of Control Offer is being made pursuant to Purchase this Section 6.15 and that all Senior Secured Notes tendered and not withdrawn shall be accepted for all outstanding Notes at the Purchase Price and payment; (ii) all Notes properly the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date"); (iii) that any Senior Secured Note not tendered will continue to accrue interest; (iv) that, unless Reorganized Teletrac defaults in making payment therefor, any Senior Secured Note accepted for payment pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above will be applicable whether or not any other provisions Offer shall cease to accrue interest after the Change of this Indenture are applicable. The Company shall not be required Control Payment Date; (v) that Purchasers electing to make have a Senior Secured Note purchased pursuant to a Change of Control Offer upon will be required to surrender the Senior Secured Note, with the form entitled "Option of Purchaser to Elect Purchase" on the reverse of the Senior Secured Note completed, to the Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (vi) that Purchasers will be entitled to withdraw their election if the Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Purchaser, the principal amount of the Senior Secured Notes the Purchaser delivered for purchase and a statement that such Purchaser is withdrawing such Purchaser's election to have such Senior Secured Notes purchased; (vii) that Purchasers whose Senior Secured Notes are purchased only in part will be issued new Senior Secured Notes in a principal amount equal to the unpurchased portion of the Senior Secured Notes surrendered; and (viii) the circumstances and relevant facts regarding such Change of Control. (b) On or before the Change of Control Payment Date, Reorganized Teletrac shall to the extent lawful (i) accept for payment all Senior Secured Notes or portions thereof property tendered pursuant to the Change of Control Offer, (ii) deposit with the Agent in U.S. dollars, an amount equal to the Change of Control Payment in respect of all Senior Secured Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Agent the Senior Secured Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Secured Notes or portions thereof being purchased by Reorganized Teletrac. The Agent shall promptly mail to each Purchaser of Senior Secured Notes so accepted the Change of Control Payment for such Senior Secured Notes, and the Agent shall promptly authenticate and mail (or cause to be transferred by book entry) to such Purchasers a new Note equal in principal amount to any unpurchased portion of the Senior Secured Notes surrendered. Any Senior Secured Notes not so accepted shall be promptly mailed by Reorganized Teletrac to the Purchaser thereof. Any amounts remaining after the purchase of Senior Secured Notes pursuant to a Change of Control Offer shall be returned by the Agent to Reorganized Teletrac. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 6.15, Reorganized Teletrac shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.15 by virtue thereof. (c) The provisions of Subsections (a) and (b) above shall not apply if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times time and otherwise in compliance with the requirements set forth herein in this Agreement applicable to a Change of Control Offer made by the Company Reorganized Teletrac and purchases all Senior Secured Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict. In addition, an 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 of launching the Offer to PurchaseOffer.

Offer to Purchase upon Change of Control. Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.7, the Company Issuers will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a purchase price (the “Purchase Price Price”) in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences Issuers commence an Offer to Purchase for all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The On the Purchase Date, the Issuers shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control provisions described above will be applicable whether Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or not any other provisions of this Indenture are applicableportions thereof so tendered and (c) otherwise comply with Section 3.9. The Company Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control, Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given under pursuant to Section 3.33.7. To the extent that the provisions of any securities laws or regulations (including Rule 14e-1 under the Exchange Act) conflict with the Change of Control provisions or Offer to Purchase provisions of this Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under this Section 4.13 4.14 by virtue of such conflict. In addition, an 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 of launching the Offer to Purchase.

Offer to Purchase upon Change of Control. Upon the occurrence of (a) If a Change of ControlControl occurs, unless each Holder shall have the Company has exercised its right to redeem require the Issuer to purchase all or any part of the such Holder’s Notes pursuant to Section 3.7, the Company will make an Offer to Purchase offer described below (the “Change of Control Offer”) all of the outstanding Notes ), at a Purchase Price purchase price in cash equal to 101% 101.000 percent of the principal amount tenderedthereof plus accrued and unpaid interest to, together with accrued interestbut excluding, if any, to but not including the Purchase Date date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). For purposes of , except to the foregoing, an Offer extent the Issuer has previously or concurrently elected to Purchase shall be deemed redeem the Notes pursuant to have been made if Section 3.07. (ib) within 60 Within 30 days following the date upon which the Change of Control occurred, except to the extent the Issuer has previously or concurrently elected to redeem the Notes pursuant to Section 3.07, the Issuer shall send, by first class mail (or send electronically if the Notes are held through DTC), a notice to the Trustee and each Holder, which notice shall govern the terms of the consummation Change of a transaction or series of transactions Control Offer. Such notice shall state: (1) that constitutes a Change of ControlControl has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101.000 percent of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Company commences an date of purchase (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) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (or sent if the Notes are held through DTC) (the “Change of Control Payment Date”); and (4) the instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its Notes purchased. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to Purchase for all outstanding Notes surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the Purchase Price and address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (iic) On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Change of Control provisions described above Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) 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 thereof being purchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (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 $2,000 or an integral multiple of $1,000 thereafter. 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. (d) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable whether in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any such securities laws or not any other regulations conflict with the provisions of this Indenture are applicable. The Company Section 4.17, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.17 by virtue thereof. (e) If Holders of not less than 90 percent in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer in accordance with Section 4.17(f), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.000 percent of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. (f) Notwithstanding anything to the contrary in this Section 4.17, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company in this Section 4.17 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or are called for redemption by the Issuer prior to it being required to mail (iior send electronically if the Notes are held through DTC) a notice of redemption has been given under Section 3.3. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureOffer, the Company will comply and thereafter redeems all Notes called for redemption in accordance with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue terms set forth in such redemption notice. (g) A Change of such conflict. In addition, an Control Offer to Purchase may be made in advance of a Change of Control, conditional and conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of launching Control Offer is made. (h) Notes repurchased by the Issuer pursuant to a Change of Control Offer to Purchasewill have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuer. Notes purchased by a third party in accordance with Section 4.17(f) will have the status of Notes issued and outstanding.