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

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, the Company will make an offer to each Holder of Notes to repurchase all or any part (in multiples of $1,000 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each Holder of Notes describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event (as defined below) occurs, unless we have exercised our option to redeem the Company notes as described under “— Optional Redemption of the Notes,” each holder of notes will make an offer have the right to each Holder of Notes to require that we repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 principal amountin excess thereof) of that Holderholder’s Notes notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased notes to be repurchased, plus any accrued and unpaid interest on the Notes repurchased to to, but excluding, the date of purchaserepurchase, pursuant to the offer described below. Within 30 days following any Change of Control Repurchase Event, Event or, at the Company’s our option, prior to any Change of ControlControl Repurchase Event, but after the public announcement of the Change of ControlControl Repurchase Event, the Company we will mail a give notice to each Holder of Notes holder with copies to the trustee and the paying agent (if other than the trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes notes on the payment 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 mailedgiven. The notice shall, if mailed given prior to the date of consummation of the Change of ControlControl Repurchase Event, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company Notwithstanding the foregoing, interest due on an interest payment date falling on or prior to a repurchase date will be payable to holders at the close of business on the record date for such interest payment date. We 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 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 Repurchase Event provisions of the Notesnotes, the Company we will comply with the applicable securities laws and regulations and will not be deemed to have breached its our obligations under this Article 5, the Notes or Change of Control Repurchase Event provisions of the Indenture indenture by virtue of such conflict. (b) . On the Change of Control Repurchase Event payment date, the Company we will, to the extent lawful: (1) accept : • Accept for payment all Notes notes or portions of the Notes notes properly tendered pursuant to the Company’s our offer; (2) deposit ; • Deposit with the Paying Agent paying agent an amount equal to the aggregate purchase repurchase price in respect of all Notes notes or portions of the Notes notes properly tendered; and (3) deliver and • Deliver or cause to be delivered to the Trustee trustee the Notes notes properly accepted, together with an Officer’s Certificate officers’ certificate stating the aggregate principal amount of Notes notes being purchased repurchased by the Company. (c) us and requesting that such notes be cancelled. The Paying Agent paying agent will promptly mail send to each Holder holder of Notes notes properly tendered the purchase price for the Notesnotes, and the Trustee trustee will promptly authenticate and mail send (or cause to be transferred by book-book entry) to each Holder holder a new Note note equal in principal amount to any unpurchased unrepurchased portion of any Notes notes surrendered; provided that each new Note note will be in a minimum principal amount of $2,000 or a higher and integral multiple multiples of $1,000. (d) The Company 1,000 in excess thereof. We will not be required to make an offer to repurchase the Notes notes upon a Change of Control Repurchase Event if if: (1) we or our successor delivered a notice to redeem the notes in the manner, at the times and otherwise in compliance with the optional redemption provision described above prior to the occurrence of the Change of Control Repurchase Event; or (2) a third party makes an offer in respect of the notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company us and such third third-party purchases all Notes notes properly tendered and not withdrawn under its offer. There can be no assurance that sufficient funds will be available at the time of any Change of Control Repurchase Event to make required repurchases of notes tendered. Our failure to repurchase the notes upon a Change of Control Repurchase Event would result in an Event of Default under the indenture.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, unless the Company will make an offer has exercised its option to redeem the Notes as described under Section 4.1, each Holder of Notes will have the right to require that the Company repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 principal amountin excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased to be repurchased, plus any accrued and unpaid interest on the Notes repurchased to to, but excluding, the date of purchaserepurchase, pursuant to the offer described below. Within 30 days following any Change of Control Repurchase Event, Event or, at the Company’s option, prior to any Change of ControlControl Repurchase Event, but after the public announcement of the Change of ControlControl Repurchase Event, the Company will mail a give notice to each Holder of Notes with copies to the Trustee and the paying agent (if other than the Trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 mailedgiven. The notice shall, if mailed given prior to the date of consummation of the Change of ControlControl Repurchase Event, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Notwithstanding the foregoing, interest due on an interest payment date falling on or prior to a repurchase date will be payable to Holders at the close of business on the record date for such interest payment date. 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Notes or Change of Control Repurchase Event provisions of the Indenture by virtue of such conflict. (b) . On the Change of Control Repurchase Event payment date, the Company willshall, to the extent lawful: (1a) accept Accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s its offer; (2b) deposit Deposit with the Paying Agent paying agent an amount equal to the aggregate purchase repurchase price in respect of all Notes or portions of the Notes properly tendered; and (3c) deliver 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 being purchased repurchased by the Company. (c) Company and requesting that such Notes be cancelled. The Paying Agent paying agent will promptly mail send to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail send (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased unrepurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or a higher and integral multiple multiples of $1,000. (d) 1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if if: (1) the Company or its successor delivered a notice to redeem the Notes in the manner, at the times and otherwise in compliance with the optional redemption provisions described in Article IV prior to the occurrence of the Change of Control Repurchase Event; or (2) a third party makes an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third third-party purchases all Notes properly tendered and not withdrawn under its offer. There can be no assurance that sufficient funds will be available at the time of any Change of Control Repurchase Event to make required repurchases of Notes tendered. The Company’s failure to repurchase the Notes upon a Change of Control Repurchase Event would result in an Event of Default under the Indenture.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs (a “Change of Control Repurchase Event”), unless the Company has otherwise exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a written notice (the “Change of Control Repurchase Event Offer”) to each such Holder of Notes (with a copy to the Trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on and that all Notes tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 20 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to sent (the date of consummation of the “Change of ControlControl Repurchase Event Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring on or Payment, all Notes accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest after the Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event 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 (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased 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 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment datePayment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) . The Paying Agent will promptly mail send to each Holder holder of the Notes properly tendered the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 1,000 or a higher integral multiple multiples of $1,000. (c) Except as described above with respect to a Change of Control Repurchase Event, the Indenture and this Supplemental Indenture do not contain any other provisions that permit the holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event Offer if a third party makes an offer in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by the Company set forth in this Supplemental Indenture, and such third party purchases all Notes properly tendered and not withdrawn under its offer. (e) The provisions of this Section 3 may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the Notes.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part (in multiples of $1,000 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on the Notes to be repurchased to but excluding the date of purchaserepurchase. Within 30 days following any Change of Control Repurchase EventEvent with respect to the Notes, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a notice to each Holder of Notes (with a copy to the Trustee and the Securities Administrator) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its the Company’s obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee Securities Administrator the Notes properly accepted, together with an Officer’s Certificate (copied to the Trustee) stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly mail distribute to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee Securities Administrator 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 any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. (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 any offer made by the Company or any third party following a Change of Control Repurchase Event, and the Company or such third party purchase such Notes, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior written notice to the Holders of the Notes (with a copy to the Trustee and the Securities Administrator), given not more than 30 days following such repurchase of Notes following the Change of Control Repurchase Event, 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.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Thirteen of the Base Indenture shall be amended by replacing Sections 1301 to 1305 with the following: “Section 1301 Change of Control. If a Change of Control Repurchase Event occurs, unless the Company will shall have exercised its right to redeem the Notes in full, the Company shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amountin excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event, Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each Holder of Notes describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will 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 repurchase of the 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 Repurchase Event provisions of the Notesthis Section 1301, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Notes or the Indenture Section 1301 by virtue of such conflict. (b) . On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company willshall, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s its offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) . The Paying Agent will promptly mail remit to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or a higher an integral multiple of $1,000. (d) 1,000 in excess thereof. If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes in the manner, at the times time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.”

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part (in multiples of $1,000 25 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on the Notes to be repurchased to but excluding the date of purchaserepurchase. Within 30 days following any Change of Control Repurchase EventEvent with respect to the Notes, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a notice to each Holder of Notes (with a copy to the Trustee and the Securities Administrator) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its the Company’s obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, the Company will make an offer to each Holder of Notes to repurchase all or any part (in multiples of $1,000 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each Holder of Notes describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of this Article 5Supplemental Indenture, the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the Notes of any series (a “Change of Control Repurchase Event”), unless the Company has otherwise exercised its right to redeem the Notes of such series, the Company will make an offer to each Holder of Notes of such series to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a written notice (the “Change of Control Repurchase Event Offer”) to each such Holder of such series of Notes (with a copy to the Trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on of such series and that all Notes of such series tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 20 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to sent (the date of consummation of the “Change of ControlControl Repurchase Event Payment Date”); (iii) that any Note of such series not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring Payment, all Notes of such series accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest on or and after the Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any Notes of such series purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes of such series delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes of such series purchased; and (vii) that Holders whose Notes of such series are being purchased only in part will be issued new Notes of such series equal in principal amount to the noticeunpurchased portion of the Notes of such series 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 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 of any series 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 Repurchase Event provisions of the NotesNotes of any series, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture of such series by virtue of such conflict. (b) On the Change of Control Repurchase Event payment datePayment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes of the applicable series or portions of the such Notes properly tendered and not withdrawn pursuant to the Company’s offer; (2ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all such Notes or portions of the such Notes properly tenderedaccepted; and (3iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of such Notes or portions of such Notes being purchased by the Company. (c) . The Paying Agent will promptly mail send to each Holder holder of the Notes properly tendered accepted the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 1,000 or a higher integral multiple multiples of $1,000. (c) Except as described above with respect to a Change of Control Repurchase Event, the Indenture and this Supplemental Indenture do not contain any other provisions that permit the holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event Offer with respect to a series of Notes if a third party makes an offer for Notes of such series in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by the Company set forth in this Supplemental Indenture, and such third party purchases all Notes of such series properly tendered and not withdrawn under its offer. (e) The provisions of this Section 3 applicable to the 2024 Notes may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the 2024 Notes, the provisions of this Section 3 applicable to the 2026 Notes may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the 2026 Notes, and the provisions of this Section 3 applicable to the 2031 Notes may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the 2031 Notes.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the 2021 Notes (a “2021 Notes Change of Control Repurchase Event”), unless the Company has otherwise exercised its right to redeem the 2021 Notes, the Company will make an offer to each Holder of 2021 Notes to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s 2021 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of 2021 Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “2021 Notes Change of Control Repurchase Event Payment”). Within 30 days following any 2021 Notes Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a notice (the “2021 Notes Change of Control Repurchase Event Offer”) to each such Holder of Notes describing the transaction or transactions that constitute or may constitute the 2021 Notes Change of Control Repurchase Event and offering stating: (i) that the 2021 Notes Change of Control Repurchase Event Offer is being made pursuant to repurchase the 2021 Notes on Change of Control Repurchase Event provisions of the payment date specified in 2021 Notes and that all 2021 Notes tendered will be accepted for payment; (ii) the noticepurchase price and the purchase date, which date will shall be no earlier than 30 20 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to sent (the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the “2021 Notes Change of Control Repurchase Event occurring on or Payment Date”); (iii) that any 2021 Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the 2021 Notes Change of Control Repurchase Event Payment, all 2021 Notes accepted for payment pursuant to the 2021 Notes Change of Control Repurchase Event Offer will cease to accrue interest after the 2021 Notes Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any 2021 Notes purchased pursuant to a 2021 Notes Change of Control Repurchase Event Offer will be required to surrender the 2021 Notes to the paying agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the 2021 Notes Change of Control Repurchase Event Payment Date; (vi) 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 2021 Notes Change of Control Repurchase Event Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of 2021 Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the 2021 Notes purchased; and (vii) that Holders whose 2021 Notes are being purchased only in part will be issued new 2021 Notes equal in principal amount to the noticeunpurchased portion of the 2021 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 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 2021 Notes as a result of a 2021 Notes Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the 2021 Notes Change of Control Repurchase Event provisions of the 2021 Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the 2021 Notes or Change of Control Repurchase Event provisions of the Indenture 2021 Notes by virtue of such conflict. (b) On the If a Change of Control Repurchase Event occurs with respect to the 2026 Notes (a “2026 Notes Change of Control Repurchase Event”), unless the Company has otherwise exercised its right to redeem the 2026 Notes, the Company will make an offer to each Holder of 2026 Notes to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s 2026 Notes at a price in cash equal to 101% of the aggregate principal amount of 2026 Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (the “2026 Notes Change of Control Repurchase Event Payment”). Within 30 days following any 2026 Notes Change of Control Repurchase Event, the Company will send a notice (the “2026 Notes Change of Control Repurchase Event Offer”) to each such Holder describing the transaction or transactions that constitute the 2026 Notes Change of Control Repurchase Event and stating: (i) that the 2026 Notes Change of Control Repurchase Event Offer is being made pursuant to the 2026 Notes Change of Control Repurchase Event provisions of the 2026 Notes and that all 2026 Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 20 days and no later than 60 days from the date such notice is sent (the “2026 Notes Change of Control Repurchase Event Payment Date”); (iii) that any 2026 Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment dateof the 2026 Notes Change of Control Repurchase Event Payment, all 2026 Notes accepted for payment pursuant to the 2026 Notes Change of Control Repurchase Event Offer will cease to accrue interest after the 2026 Notes Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any 2026 Notes purchased pursuant to a 2026 Notes Change of Control Repurchase Event Offer will be required to surrender the 2026 Notes to the paying agent at the address specified in the notice prior to the close of business on the third business day preceding the 2026 Notes Change of Control Repurchase Event Payment Date; (vi) 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 2026 Notes Change of Control Repurchase Event Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of 2026 Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the 2026 Notes purchased; and (vii) that Holders whose 2026 Notes are being purchased only in part will be issued new 2026 Notes equal in principal amount to the unpurchased portion of the 2026 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 those laws and regulations are applicable in connection with the repurchase of the 2026 Notes as a result of a 2026 Notes Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the 2026 Notes Change of Control Repurchase Event provisions of the 2026 Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the 2026 Notes Change of Control Repurchase Event provisions of the 2026 Notes by virtue of such conflict. (c) On the 2021 Change of Control Repurchase Event Payment Date or 2026 Change of Control Repurchase Event Payment Date, as applicable, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) . The Paying Agent paying agent will promptly mail send to each Holder holder of Notes properly tendered the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 1,000 or a higher integral multiple multiples of $1,000. (d) Except as described above with respect to a 2021 Notes Change of Control Repurchase Event or a 2026 Notes Change of Control Repurchase Event, the Indenture does not contain any other provisions that permit the holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (e) The Company will not be required to make an offer to repurchase the a 2021 Notes upon a Change of Control Repurchase Event Offer or a 2026 Notes Change of Control Repurchase Event Offer if a third party makes an offer in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by set forth in the Company Indenture, and such third party purchases all Notes properly tendered and not withdrawn under its offer. (f) The provisions of this Section 3 applicable to the 2021 Notes may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the 2021 Notes, and the provisions of this Section 3 applicable to the 2026 Notes may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the 2026 Notes.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the Notes, unless the Issuer has exercised its right to redeem the Notes under Section 5 of the Notes, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (in multiples equal to $2,000 or an integral multiple of $1,000 principal amountin excess thereof) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to to, but excluding, the date of purchase. repurchase. (b) Within 30 days following any Change of Control Repurchase Event, Event or, at the CompanyIssuer’s option, prior to any Change of Control, Control but after the public announcement of the Change of Control, the Company will mail Issuer shall mail, or deliver to DTC in the case of Notes represented by a Global Note, a notice to each Holder stating: (1) a description of Notes describing the transaction or transactions that constitute or may constitute the a Change of Control Repurchase Event and offering that such Holder has the right to require the Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes on plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (the “Change of Control Payment”); (2) the repurchase payment date specified in the notice, (which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed or delivered) (the “Change of Control Payment Date”); (3) that the Change of Control Offer is being made pursuant to this Section 4.02 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment on the Change of Control Payment Date; (4) the Change of Control Payment; (5) the names and addresses of the Paying Agent and the offices or agencies of the Registrar and the Transfer Agent; (6) that Notes must be surrendered on or prior to the date Change of consummation Control Payment Date to the Paying Agent at the office of the Paying Agent or to an office or agency of the Registrar or Transfer Agent to collect payment; (7) that the Change of ControlControl Payment for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Payment Date; (8) that, state that if the offer to purchase Change of Control has not been consummated, the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date; (9) other procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance of the Change of Control Offer; (10) that any Note not tendered will continue to accrue interest; (11) that, unless the Issuer defaults in the payment date of the Change of Control Payment, any Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; (12) a statement that if any Note contains a CUSIP number, no representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes; and (13) a statement that, if the Notes are held in book entry form, Holders must comply with the applicable procedures of the Depositary. (c) Upon receipt by the Issuer of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Payment with respect to such Note. Upon surrender of any such Note for repurchase in accordance with the foregoing provisions, the Holder of such Note shall be paid by the Issuer on the Change of Control Payment Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable to the Holders of such Notes, registered as such on the relevant Record Dates according to the terms and the provisions of Section 4.01. If any Note tendered for purchase in accordance with the provisions of this Section 4.02 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Payment Date at the rate prescribed therefor in such Note. Holders electing to have Notes repurchased will be required to surrender such Notes to the Paying Agent at the address specified in the noticeChange of Control Offer, or transfer their Notes to the Paying Agent by book-entry transfer, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Any Note that is to be repurchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Issuer, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), or transferred to the Paying Agent by book-entry transfer, and the Issuer shall execute, and the Trustee shall authenticate and deliver (or cause to be transferred by book-entry) to the Holder of such Note without service charge, one or more new Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for, the portion of the principal amount of the Note so surrendered that is not repurchased. (d) On the Change of Control Payment Date, the Issuer will, to the extent lawful, (i) accept for payment all of the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount of money in same day funds sufficient to pay the aggregate Change of Control Payment in respect of all of the Notes or portions of the Notes which have been properly tendered; and (iii) 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 the Notes or portions thereof accepted for payment by the Issuer. The Company Paying Agent shall promptly deliver (or cause to be delivered) to each Holder of Notes which has properly tendered and so accepted the Change of Control Payment for such Notes, and the Issuer shall execute and the Trustee (or an authenticating agent appointed by the Issuer) shall promptly authenticate and deliver (or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and any integral multiples of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on or after the Change of Control Payment Date. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Issuer’s expense to the Holder thereof. (e) The Issuer 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 repurchase of the 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 Repurchase Event provisions of the Notesthis Indenture, the Company will Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations obligations, or require a repurchase of the Notes, under this Article 5, the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. (cf) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company Issuer will not be required to make an offer to repurchase the Notes a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offerthe Change of Control Offer or (ii) a notice of redemption has been given pursuant to the provisions of Section 5 of the Notes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control Repurchase Event on or prior to the Change of Control Payment Date. (g) The provisions of this Section 4.02 relating to the Issuer’s obligation to make a Change of Control Offer may be waived or modified with the written consent of Holders of a majority in principal amount of the Notes then outstanding, including after the entry into an agreement that would result in the need to make a Change of Control Offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, unless the Company has otherwise exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s 's Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the "Change of Control Repurchase Event Payment"). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice (the "Change of Control Repurchase Event Offer") to each Holder of Notes holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on and that all Notes tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to (the date of consummation of the "Change of ControlControl Repurchase Event Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring on or Payment, all Notes accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest after the Change of Control Repurchase Event Payment Date; 5 (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender the Notes to the paying agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event 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 (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased 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 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment datePayment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s 's offer; (2ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) . The Paying Agent paying agent will promptly mail to each Holder holder of Notes properly tendered the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 1,000 or a higher integral multiple multiples of $1,000. (c) Except as described above with respect to a Change of Control Repurchase Event, the Indenture does not contain any other provisions that permit the holders of the Notes to 6 require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event Offer if a third party makes an offer in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by set forth in the Company Indenture, and such third party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, unless the Company will make an offer has exercised its option to redeem the Notes as described under Section 4.1, each Holder of Notes will have the right to require that the Company repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 principal amountin excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased to be repurchased, plus any accrued and unpaid interest on the Notes repurchased to to, but excluding, the date of purchaserepurchase, pursuant to the offer described below. Within 30 days following any Change of Control Repurchase Event, Event or, at the Company’s option, prior to any Change of ControlControl Repurchase Event, but after the public announcement of the Change of ControlControl Repurchase Event, the Company will mail a give notice to each Holder of Notes with copies to the Trustee and the paying agent (if other than the Trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 mailedgiven. The notice shall, if mailed given prior to the date of consummation of the Change of ControlControl Repurchase Event, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. Notwithstanding the foregoing, interest due on an interest payment date falling on or prior to a repurchase date will be payable to Holders at the close of business on the record date for such interest payment date. 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Notes or Change of Control Repurchase Event provisions of the Indenture by virtue of such conflict. (b) . On the Change of Control Repurchase Event payment date, the Company willshall, to the extent lawful: (1a) accept Accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s its offer; (2b) deposit Deposit with the Paying Agent paying agent an amount equal to the aggregate purchase repurchase price in respect of all Notes or portions of the Notes properly tendered; and (3c) deliver 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 being purchased repurchased by the Company. (c) Company and requesting that such Notes be cancelled. The Paying Agent paying agent will promptly mail send to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail send (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased unrepurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or a higher and integral multiple multiples of $1,000. (d) 1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if if: (1) the Company or its successor delivered a notice to redeem the Notes in the manner, at the times and otherwise in compliance with the optional redemption provisions described in Article IV prior to the occurrence of the Change of Control Repurchase Event; or (2) a third party makes an offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third third-party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, the Company will make an offer to each Holder of Notes to repurchase all or any part (in multiples of $1,000 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased plus any accrued and unpaid interest on the Notes to be repurchased to the date of purchaserepurchase. Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail deliver a notice to each Holder of Notes describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment 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 maileddelivered. The notice shall, if mailed delivered prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly mail deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the Notes (a “Change of Control Repurchase Event”), unless the Company has otherwise exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part portion (in multiples equal to $2,000 or an integral multiple of $1,000 principal amountin excess thereof) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a written notice (the “Change of Control Repurchase Event Offer”) to each such Holder of Notes (with a copy to the Trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on and that all Notes tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 20 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to sent (the date of consummation of the “Change of ControlControl Repurchase Event Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring Payment, all Notes accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest on and after the Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender the Notes to the Paying Agent (or in accordance with the Depositary’s procedures) at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event 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 its election to have the Notes purchased (or in accordance with the noticeDepositary’s procedures); and (vii) 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 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment datePayment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of the Notes properly tendered and not withdrawn pursuant to the Company’s offer; (2ii) no later than 11:00 a.m. Eastern Time, deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tenderedaccepted; and (3iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) . The Paying Agent will promptly mail send to each Holder holder of the Notes properly tendered accepted the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 or a higher integral multiple multiples of $1,0001,000 in excess thereof. (c) Except as described above with respect to a Change of Control Repurchase Event, the Indenture and this Supplemental Indenture do not contain any other provisions that permit the holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event Offer if a third party makes an offer in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by the Company set forth in this Supplemental Indenture, and such third party purchases all Notes properly tendered and not withdrawn under its offer. (e) The provisions of this Section 3 may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the Notes.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, unless the Company has otherwise exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice (the “Change of Control Repurchase Event Offer”) to each Holder of Notes holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on and that all Notes tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to (the date of consummation of the “Change of ControlControl Repurchase Event Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring on or Payment, all Notes accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest after the Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender the Notes to the paying agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event 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 (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased 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 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment datePayment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2ii) deposit with the Paying Agent paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) . The Paying Agent paying agent will promptly mail to each Holder holder of Notes properly tendered the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 1,000 or a higher integral multiple multiples of $1,000. (c) Except as described above with respect to a Change of Control Repurchase Event, the Indenture does not contain any other provisions that permit the holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event Offer if a third party makes an offer in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by set forth in the Company Indenture, and such third party purchases all Notes properly tendered and not withdrawn under its offer.

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occurs, unless the Company has otherwise exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice (the “Change of Control Repurchase Event Offer”) to each Holder of Notes holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on and that all Notes tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to (the date of consummation of the “Change of ControlControl Repurchase Event Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring on or Payment, all Notes accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest after the Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender the Notes to the paying agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event 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 (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased 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 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of the Notes properly tendered pursuant to the Company’s offer; (2) deposit with the Paying Agent an amount equal to the aggregate purchase price 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 Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the 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 any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or a higher integral multiple of $1,000. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.Control

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT. (a) If a Change of Control Repurchase Event occursoccurs with respect to the Notes (a “Change of Control Repurchase Event”), unless the Company has otherwise exercised its right to redeem the Notes, the Company will make an offer to each Holder of Notes to repurchase all or any part portion (in multiples equal to $1,000 or an integral multiple of $1,000 principal amount1,000) of that such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchaserepurchase (the “Change of Control Repurchase Event Payment”). Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will mail send a written notice (the “Change of Control Repurchase Event Offer”) to each such Holder of Notes (with a copy to the Trustee) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering stating: (i) that the Change of Control Repurchase Event Offer is being made pursuant to repurchase the Change of Control Repurchase Event provisions of the Notes on and that all Notes tendered will be accepted for payment; (ii) the payment date specified in purchase price and the noticepurchase date, which date will shall be no earlier than 30 20 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to sent (the date of consummation of the “Change of ControlControl Repurchase Event Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, state that unless the offer to purchase is conditioned on Company defaults in the payment of the Change of Control Repurchase Event occurring Payment, all Notes accepted for payment pursuant to the Change of Control Repurchase Event Offer will cease to accrue interest on or and after the Change of Control Repurchase Event Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Repurchase Event Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the payment date specified close of business on the third business day preceding the Change of Control Repurchase Event Payment Date; (vi) 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 Repurchase Event 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 its election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased 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 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 Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article 5, the Change of Control Repurchase Event provisions of the Notes or the Indenture by virtue of such conflict. (b) On the Change of Control Repurchase Event payment datePayment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of the Notes properly tendered and not withdrawn pursuant to the Company’s offer; (2ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of the Notes properly tenderedaccepted; and (3iii) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted, together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) . The Paying Agent will promptly mail send to each Holder holder of the Notes properly tendered accepted the purchase price for the such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder holder a new Note equal in to the principal amount to of any unpurchased portion of any the Notes surrendered, if any; provided provided, that each new Note will be issued in a principal amount denominations of $2,000 1,000 or a higher integral multiple multiples of $1,000. (c) Except as described above with respect to a Change of Control Repurchase Event, the Indenture and this Supplemental Indenture do not contain any other provisions that permit the holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (d) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event Offer if a third party makes an offer in the mannermanner applicable to an offer made by the Company, at the times and otherwise in compliance with the requirements for an offer made by the Company set forth in this Supplemental Indenture, and such third party purchases all Notes properly tendered and not withdrawn under its offer. (e) The provisions of this Section 3 may be waived or modified with the consent of the holders of a majority in aggregate principal amount of the Notes.