Common use of Offer to Repurchase Upon Change of Control Clause in Contracts

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or shall be obligated to make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase an offer price in cash equal to 101% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase. Within 30 days following purchase (the date upon which the "Change of Control occurredPayment"). Within ten days following a Change of Control, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, will mail a notice to the Trustee and each Holder, which notice shall govern Holder describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice shall state, among other things, and offering to repurchase Notes on the purchase datedate specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any The Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all Control provisions described above will be applicable whether or not any other Senior Debt the terms provisions of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofthis Indenture are applicable. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Following the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to each Holder of Senior Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof thereof, plus accrued and unpaid interest thereon to the date of purchasepurchase (the "Change of Control Payment"). Within The Change of Control Offer shall be made by mailing, within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mailControl, a notice to the Trustee and each HolderHolder at the address appearing in the Security Register, which notice shall govern by first class mail, postage prepaid, by the terms Company or, at the Company's request, by the Trustee in the name and at the expense of the Company, describing the transaction or transactions that constitute the Change of Control Offer. Such notice shall state, among other things, and offering to repurchase Senior Notes on the purchase datedate specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under the Exchange Act to have the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Senior Notes or portions thereof so tendered accepted, and (3iii) deliver or cause to be delivered to the applicable Trustee the Senior Notes so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Senior Notes so tendered accepted the Change of Control payment Payment for such Senior Notes. In the event that any Senior Note is so accepted in part only, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each the Holder thereof a new Senior Note equal in principal amount to any the unpurchased portion of the Notes surrendered, if anysuch Senior Note; provided that each such new Senior Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each HolderHolder and, so long as the Notes are listed on the Luxembourg Stock Exchange, publish such notice in a Luxembourg newspaper of general circulation, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Dollar Note or Euro Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Dollar Note or Euro Note, as the case may be, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Dollar Note or Euro Note, as the case may be, completed, to the Dollar Paying Agent or Euro Paying Agent as the case may be, at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Dollar Paying Agent or Euro Paying Agent, as the case may be, an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Dollar Notes or Euro Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof (in the case of $Dollar Notes) or in a principal amount of €1,000 or an integral multiple thereof (in excess thereofthe case of Euro Notes). The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities Facility and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Facility and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Senior Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Senior Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Senior Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Senior Notes so tendered the Change of Control payment Payment for such Senior Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions described in subsections (a) and (b) of this Section 4.15 shall be applicable whether or not any other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15Indenture are applicable. (d) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to repurchase Notes pursuant to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be procedures required by law (this Indenture and described in such notice. The Company will comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent such laws and regulations are applicable in connection with the repurchase of Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Unless the Company has previously or concurrently sent a redemption notice with respect to all existing Notes as described in Section 3.07 and all conditions precedent applicable to such redemption notice have been satisfied, within 30 days following any Change of Control occursor, each Holder shall have at the right option of the Company, prior to require any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company purchase shall be required to commence an Offer to Purchase for all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) then outstanding at a purchase price equal to 101% of the principal amount thereof of the Notes, plus accrued and unpaid interest to the date of purchasePayment Date. Within 30 days following The Offer to Purchase will, if sent prior to the date upon on which the Change of Control occurredoccurs, describe the Company must sendtransaction or transactions that constitute or may constitute the Change of Control, in and state that the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice Offer to the Trustee and each Holder, which notice shall govern the terms of Purchase is conditioned on the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent occurring on or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control applicable Payment Date. (b) On There can be no assurance that the Company will have sufficient funds available at the time of any Change of Control Payment Date, to make any debt payment (including repurchases of Notes) required by the foregoing covenant (as well as any covenant that may be contained in other securities of the Company shall, to or that might be outstanding at the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereoftime). (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Subject to the extent such laws and regulations following clause, the provisions described above that require the Company to make an Offer to Purchase following a Change of Control will be applicable regardless of whether any other provisions of this Indenture are applicable in connection applicable. Except as described above with the repurchase of Notes pursuant respect to a Change of Control Offer. To Control, this Indenture does not contain provisions that permit the extent Holders of the Notes to require that the Company complies with repurchase or redeem the provisions Notes in the event of any such securities laws a takeover, recapitalization or regulationssimilar transaction. In addition, Holders of Notes may not be entitled to require the Company shall not be deemed to have breached its obligations under this Section 4.15purchase their Notes in certain circumstances involving a significant change in the composition of the Company’s Board of Directors. (d) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to an Offer to Purchase made by the Company and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase. (e) If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer to Purchase and the Company, or (2) a notice any third party making an Offer to Purchase in lieu of redemption has been the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A to Purchase described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including such purchase date. (f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of Change of Control Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this Section 4.13 by virtue of our compliance with such securities laws or regulations (g) If the terms of any Credit Facilities prohibit the Company from making an Offer may to Purchase or from purchasing the Notes pursuant thereto, prior to the sending of the notice to Holders, but in any event within 30 days following any Change of Control, the Company covenants to: (1) repay in full all Indebtedness outstanding under such Credit Facilities or offer to repay in full all such Indebtedness and repay the Indebtedness of each lender who has accepted such offer; or (2) obtain the requisite consent under such Credit Facilities to permit the purchase of the Notes as described above. The Company must first comply with the covenant described in clause (g) above before it will be made required to purchase Notes in advance the event of a Change of Control; provided, however, that the Company’s failure to comply with the covenant described in clause (g) above or to make an Offer to Purchase because of any such failure shall constitute a Default described in clause (4) in Section 6.01 (and conditioned upon not under clause (3) thereof); provided further, if the Company has instituted any liability management procedures or is otherwise engaged in obtaining the requisite consents under such Credit Facilities to permit the purchase of the Notes (such engagement to be determined by the Company in its sole discretion), the Company shall have an additional 30 days following the initial 30 day period after the occurrence of a Change of Control occurring, to secure such consents and no Default shall have occurred if such consents are obtained within such 30 day period. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a definitive agreement is in place for the result of a Change of Control at Control. To the time extent that the provisions of making any securities laws or regulations conflict with the Change provisions of Control Offerthis Section 4.13, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.13 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) If Following the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to each Holder of Senior Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof thereof, plus accrued and unpaid interest thereon to the date of purchasepurchase (the "Change of Control Payment"). Within The Change of Control Offer shall be made by mailing, within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mailControl, a notice to the Trustee and each HolderHolder at the address appearing in the Security Register, which notice shall govern by first class mail, postage prepaid, by the terms Company or, at the Company's request, by the Trustee in the name and at the expense of the Company, describing the transaction or transactions that constitute the Change of Control Offer. Such notice shall state, among other things, and offering to repurchase Senior Notes on the purchase datedate specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under the Exchange Act to have the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Senior Notes or portions thereof so tendered accepted, and (3iii) deliver or cause to be delivered to the applicable Trustee the Senior Notes so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Senior Notes so tendered accepted the Change of Control payment Payment for such Senior Notes. In the event that any Senior Note is so accepted in part only, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each the Holder thereof a new Senior Note equal in principal amount to any the unpurchased portion of the Notes surrendered, if anysuch Senior Note; provided that each such new Senior Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results Acceptance of the Change of Control Offer by a Holder shall be irrevocable (unless otherwise provided by law). The payment of accrued interest as part of any repurchase price on any Change of Control Payment Date shall be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or as soon as practicable after the prior to such Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.153.3, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1i) the Company has effected Defeasance or Covenant Defeasance of the Senior Notes as provided in Article V of the Indenture prior to the occurrence of the Change of Control or (ii) if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 3.3 and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offerhereof.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occursshall occur, each Holder shall of Debentures will have the right to require that the Company purchase to repurchase all or a portion any part of such that Holder’s Notes Debentures pursuant to the a Change of Control offer described below (the “Change of Control Offer”) at a purchase price equal to 101100% of the aggregate principal amount thereof of Debentures repurchased plus accrued and unpaid interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred(including contingent interest, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” if any) on the reverse of the Note completedDebentures repurchased, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) . Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. On the Change of Control Payment Date, the Company shallwill, to the extent lawful, : (1i) accept for payment all Notes Debentures or portions thereof of Debentures properly tendered pursuant to the Change of Control Offer, ; (2ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control payment Payment in respect of all Notes Debentures or portions thereof so tendered of Debentures properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so Debentures properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes Debentures or portions thereof of Debentures being purchased by the Company. The Paying Agent shall paying agent will promptly mail to each Holder of Notes so Debentures properly tendered the Change of Control payment Payment for such NotesDebentures, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each Holder a new Note Debenture equal in principal amount to any unpurchased portion of the Notes Debentures surrendered, if any; provided provided, that each such new Note Debenture will be in a principal amount of $2,000 and 50 or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof50. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.154.13. (d) Notwithstanding anything to the contrary in this Section 4.154.13, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.13 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2e) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Trust PIERS will have the right to require that the Company purchase exchange all or a any portion of such Holder’s Notes pursuant Trust PIERS for Convertible Debentures having a principal amount equal to the Liquidation Amount of such Trust PIERS and to simultaneously require the Depositor to repurchase such Convertible Debentures at the price and on the terms specified herein. (b) If a Change of Control shall occur, the Depositor will offer described below (the “Change of Control Offer”) at a purchase price Change of Control payment in cash equal to 101100% of the aggregate principal amount thereof of Convertible Debentures repurchased plus accrued and unpaid interest to (including any contingent or deferred interest) on the date of purchaseConvertible Debentures repurchased, to, but excluding, the repurchase date. Within 30 days following any Change of Control, the date upon which Depositor will mail a notice to each Holder of Trust PIERS and the Property Trustee describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Convertible Debentures for which Trust PIERS shall have been exchanged on the Company must send, repurchase date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to the procedures required hereby and described in such notice. To exercise a repurchase right arising under this Section 4.04, a Holder of the Trust PIERS must deliver, within such 30-day period specified in the Depositor’s notice, irrevocable written notice to the Depositor, the Trust, the Property Trustee and the Exchange Agent of such Holder’s exercise of its repurchase right. The Depositor 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 Convertible Debentures as a result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions hereof, the Depositor will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.01 by virtue of such conflict. (bc) On the Change of Control Payment Datepayment date, the Company shallDepositor will, to the extent lawful, : (1i) accept for payment all Notes Convertible Debentures or portions thereof of Convertible Debentures properly tendered pursuant to the Change of Control Offer, offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes Convertible Debentures or portions thereof so tendered and properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so Convertible Debentures or portions thereof properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes Convertible Debentures or portions thereof of Convertible Debentures being purchased by the CompanyDepositor. The Paying Agent shall will promptly mail to each validly-tendering Holder of Notes so tendered the Change of Control payment for such NotesTrust PIERS converted to Convertible Debentures, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each such Holder a new Note Convertible Debenture equal in principal amount to any unpurchased portion of the Notes Convertible Debentures surrendered, if any; provided that each such new Note Convertible Debenture will be in a principal amount of $2,000 and 50 or an integral multiples multiple of $1,000 in excess thereof50. The Company shall publicly announce Any Trust PIERS as to which such right is exercised will be exchanged for Convertible Debentures by the results Property Trustee on behalf of the Depositor not less than three Business Days prior to the Change of Control payment date, which will not be later than 60 calendar days after the date of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofnotice. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Debentures shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes 's Debentures pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase. purchase (the "Change of Control Payment"). (b) Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to repurchase Debentures pursuant to the Trustee and each Holderprocedures required by this Section 4.15, which notice procedures shall govern be described in such notice. The Company shall comply with the terms requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be Control. (c) On a date that is at least 30 but no earlier than 30 days nor later more than 60 days from the date such on which the Company mails notice is sent or mailed, other than as may be required by law of the Change of Control (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes Debentures or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes Debentures so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes Debentures or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes Debentures so tendered the Change of Control payment Payment for such NotesDebentures, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each tendering Holder a new Note Debenture equal in principal amount to any unpurchased portion of the Notes Debentures surrendered, if any; provided that each such new Note Debenture will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of described above shall apply whether or not any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15other provision hereof is applicable. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes Debentures validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company purchase Issuers to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Issuers shall mail a notice to each Holder describing the transaction or transactions that constituted the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the fifth Business Day preceding the last day of the fiscal quarter of Foamex next following the Change of Control date such notice is sent or mailed, other than as may be required by law (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Control. On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. Prior to complying with the provisions of this covenant, but in any event prior to the Change of Control Payment Date, the Issuers shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of sending the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of sending the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationsregulations that conflict with the Company’s obligations under this Section 4.15, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or will be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the terms set forth herein. In the Change of Control Offer (subject to the conditions required by applicable law, if any), the Company will offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of repurchase Notes on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice of Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14e-1 under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws in connection with the repurchase of the Notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company’s compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this Section 4.15. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so properly tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer Offer, or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the date on which notice of the Change of Control Offer must be sent. A contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, the Issuer shall be required to offer each Holder shall have the right of Notes to require that the Company purchase repurchase all or any part (in minimum denominations of the lesser of a portion Holder’s entire position and $1,000 and any integral multiple of such $1.00 in excess thereof) of that Holder’s Notes pursuant to on the offer described below terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer shall offer a Change of Control payment (the “Change of Control Payment”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued interest and unpaid interest, if any, to the date of purchaserepurchase on the Notes repurchased, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the date upon which Issuer shall send a notice to each Holder with a copy to the Trustees describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through notice (the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date”), which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailedsent, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Issuer shall comply with the “Change requirements of Control Payment Date”). Holders electing any securities laws and regulations thereunder to have the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an a cash amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3) deliver or cause to be delivered to the applicable Trustee Trustees the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control payment Payment for such NotesNotes as directed by the Issuer in writing, and the Canadian Trustee shall promptly authenticate upon an authentication order from the Issuer and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; , provided that each such new Note will shall be in a principal amount minimum denominations of $2,000 1.00 and any integral multiples multiple of $1,000 1.00 in excess thereof. The Company Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior The provisions of this Section 5.9 that require the Issuer to the mailing make a Change of the notice referred Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable. Except as set forth in this Section 5.9 with respect to in Section 4.15(a) above, but in any event within 30 days following any a Change of Control, the Company shall: (i) repay Issuer shall not be required to repurchase or redeem Notes in full all Indebtedness under the Credit Facilities and all other Senior Debt event of a takeover, recapitalization or similar transaction. If 90% or more of the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase aggregate principal amount of the Notes outstanding on the date of the giving of notice of the Change of Control have been tendered to the Issuer pursuant to the Change of Control Offer, the Issuer shall have the right to redeem all the remaining Notes at the same price as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To Notice of such redemption must be given by the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything Issuer to the contrary in this Section 4.15Trustees within 10 days following the expiry of the Change of Control Offer, and promptly thereafter, by the Company Trustees to the Holders of the Notes not tendered pursuant to the Change of Control Offer. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sentOffer, unless and until there is a default in payment of the applicable redemption price. A Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions described above shall be applicable whether or not any other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the this requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall will have the right to require that the Company purchase all or a portion of such Holder’s 's Notes pursuant to the offer described below (the “Change of Control Offer”) "CHANGE OF CONTROL OFFER"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shallcovenants to: (i) repay in full all Indebtedness under the all Credit Facilities and all other Senior Debt (including the New Credit Facility) the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the all Credit Facilities and all such other Senior Debt (including the New Credit Facility) to permit the repurchase of the Notes as provided below. The Company’s 's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof"Events of Default" below. (c) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall will have the right to require that the Company purchase all or a portion of such Holder’s 's Notes pursuant to the offer described below (the “Change of Control Offer”) "CHANGE OF CONTROL OFFER"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shallcovenants to: (i) repay in full all Indebtedness under the New Credit Facilities Facility and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the New Credit Facilities Facility and all other such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s 's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof6.01. (c) The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control Control, if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.61 (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of sending the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. . (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.62

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursTriggering Event, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control Triggering Event, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, Triggering Event and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateTriggering Event. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.154.10, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 4.10 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. (d) IN THE EVENT THAT AT ANY TIME (i) BOTH RATING AGENCIES ASSIGN THE NOTES AN INVESTMENT GRADE RATING AND (ii) NO DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THIS INDENTURE, THE PROVISIONS OF THIS INDENTURE WITH RESPECT TO A CHANGE OF CONTROL TRIGGERING OFFER WILL BE PERMANENTLY TERMINATED.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Article 3 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company has executed its right to redeem all of the Notes as described under Section 3.03 hereof, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and unpaid interest, if any, to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control occurred, unless the Company has exercised its right to redeem all of the Notes as described under Section 3.03 hereof. the Company must send, send or otherwise deliver in accordance with the case applicable procedures of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, DTC. a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent mailed or mailedotherwise delivered in accordance with his parking with the applicable procedures of DTC, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date, or with respect to Global Notes, comply with the applicable procedures of DTC. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent no later than 10:00 a.m. New York City time, an amount equal to the aggregate Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver deliver, or cause to be delivered delivered, to the applicable Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of that all Notes or portions thereof being have been tendered to and purchased by the Company. The In the event that the Company makes a Change of Control Payment, the Paying Agent shall promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) If the Change of Control Payment Date is on or after a Regular Record Date for an interest payment and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date, subject to applicable procedures of DTC with respect to Global Notes. (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationsregulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.154.11 by virtue thereof. (de) Notwithstanding anything to the contrary in this Section 4.154.11, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.11 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2f) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control Offer at the time of making the Change of Control Offer. (g) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or holders of Indebtedness incurred or issued under a credit facility, an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change of Control or (2) the Company will repay all outstanding Indebtedness incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Company will offer to repay all such Indebtedness, make payment to the lenders or holders of such Indebtedness that accept such offer and obtain waivers of any event of default arising under the relevant credit facility, indenture or other agreement from the remaining lenders or holders of such Indebtedness.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Other than as specifically provided in this Section 4.15 and unless the context otherwise requires, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. Prior to the mailing of the any notice referred to in Section 4.15(a) aboverequired by this Indenture, but in any event within 30 days following any Change of Control, the Company shall: shall (i) repay in full in cash and terminate all commitments under Indebtedness under the Senior Credit Facilities Agreements and all other Senior Debt the terms of which require repayment upon a Change of Control; Control or offer to repay in full in cash and terminate all commitments under all Indebtedness under the Senior Credit Agreements and all other such Senior Debt and to repay the Indebtedness owed to each lender under the Senior Credit Agreements that has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Facilities Agreements and all such other Senior Debt to permit the repurchase of the Notes as provided belowabove. The Company shall first comply with this covenant before it shall be required to repurchase Notes pursuant to the provisions described herein. The Company’s 's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof"Events of Default" below. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2ii) the Company exercises its option to purchase all the Notes upon a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made as described in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferSection 3.07(c).

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of of, prior to the Full Accretion Date, the Accreted Value thereof and, on or after the Full Accretion Date, the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate Accreted Value and principal amount at maturity of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples at maturity of $1,000 in excess or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities Facility and all other Senior Debt Indebtedness of the Company’s Subsidiaries the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Facility and all such other Senior Debt Indebtedness of the Company’s Subsidiaries to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 14e-l under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to a Change of Control Offer will be the procedures required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified by Section 3.10 hereof and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, Notes and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions described above will be applicable whether or not any other provisions of any such securities laws or regulations, the this Indenture are applicable. The Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Senior Subordinated Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Subordinated Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Senior Subordinated Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required herein and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Subordinated Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Senior Subordinated Note Trustee the Senior Subordinated Notes so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Senior Subordinated Notes so tendered the Change of Control payment Payment for such Senior Subordinated Notes, and and, upon receipt of an Authentication Order, the Senior Subordinated Note Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Senior Subordinated Note equal in principal amount to any unpurchased portion of the Senior Subordinated Notes surrendered, if any; provided that each such new Senior Subordinated Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt other than the Senior Notes or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt other than the Senior Notes to permit the repurchase of Senior Subordinated Notes required by this Section 4.15. With respect to the Senior Subordinated Notes, the Company may effect a Change of Control hereunder pursuant to the terms of this Senior Subordinated Note Indenture; provided that the Company complies with the provisions of the Senior Note Indenture pursuant to Section 4.15 thereunder. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any The Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all Control provisions described above shall be applicable whether or not any other provisions of this Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofSubordinated Note Indenture are applicable. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof herein applicable to a Change of Control Offer made by the Company and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant if the Company exercises its option to Section 3.03 hereof prior to purchase the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferSenior Subordinated Notes.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall holder of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s holder's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 20 days following any Change of Control, the date upon which Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to the terms set forth herein (a “Change of Control Offer”). In the Change of Control Offer (subject to the conditions required by applicable law, if any), the Company will offer described below a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control OfferPayment”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase). Within 30 days following any Change of Control, the date upon which Company will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of repurchase Notes on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture and described in such notice. Holders electing to have a Note Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice of Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14e-1 under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws in connection with the repurchase of the Notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company’s compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this Section 4.15. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall will promptly mail send to each Holder of Notes so properly tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer Offer, or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the date on which notice of the Change of Control Offer must be sent. A contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of sending the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationsregulations that conflict with the Company’s obligations under this Section 4.15, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder Lender shall have the right to require that the Company purchase to repay all or a portion any part (equal to $1,000 or an integral multiple of such Holder’s Notes $1,000) of that Lender's Term Loans pursuant to the offer described below (the “"Change of Control Offer”") at on the terms set forth in this Agreement. In the Change of Control Offer, the Company shall offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof of Term Loans repaid plus accrued and unpaid interest (the "Change of Control Payment"), to but excluding the date of purchaserepayment. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute the Change of Control occurred, and offering to repay all Term Loans on the Company must send, in change of control payment date (the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the "Change of Control Offer. Such notice shall state, among other things, Payment Date") specified in the purchase datenotice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified this Agreement and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1i) accept for payment all Notes or portions thereof properly tendered pursuant transfer to the Change of Control Offer, (2) deposit with the Paying Administrative Agent in immediately available funds an amount equal to the Change of Control payment Payment in respect of all Notes Term Loans or portions thereof so tendered and for which repayment has been requested; and (3ii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with Administrative Agent an Officers’ ' Certificate stating the aggregate principal amount of Notes the Term Loans or portions thereof being purchased repaid by the Company. . (c) The Paying Administrative Agent shall promptly mail to each Holder of Notes Lender so tendered requesting the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver Term Loans. (or cause to be transferred by book entryd) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (ce) The provisions described above that require the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to make a Change of Control Offer. To the extent that the Company complies with the Offer following a Change of Control shall be applicable whether or not any other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15Agreement are applicable. (df) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Agreement applicable to a Change of Control Offer made by the Company and purchases repays all Notes validly tendered and Term Loans not withdrawn under such the Change of Control Offer or (2ii) a notice of redemption voluntary prepayment has been given pursuant to in accordance with Section 3.03 hereof prior to the date on which notice 2.10 unless and until there is a default in payment of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offerapplicable prepayment price.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Company will mail to each Holder of Notes a notice describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase the Company must send, Notes on the date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “Change of Control Payment Date”). Holders electing to have a Note purchased , pursuant to a Change of Control Offer will be the procedures required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified by this Section 4.15 and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, : (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. . (c) The Paying Agent shall will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes so tendered and not withdrawn the Change of Control payment Payment for such tendered Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder; provided that each such new Note will be in a minimum principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Trustee will notify the Registrar of the issuance of the new Note. (d) If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer. (e) The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (cf) The provisions described above in this Section that require the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to make a Change of Control Offer. To the extent that the Company complies with the Offer following a Change of Control will be applicable regardless of whether or not any other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15Indenture are applicable. (dg) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sentOffer. A Change of Control Offer may be made with respect to the Notes in advance of a Change of Control, and conditioned conditional upon the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control is in place at the time of making the Change of Control Offer. (h) The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of the Company’s compliance with such securities laws or regulations.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Trust PIERS will have the right to require that the Company purchase exchange all or a any portion of such Holder’s Notes pursuant Trust PIERS for Convertible Debentures having a principal amount equal to the Liquidation Amount of such Trust PIERS and to simultaneously require the Depositor to repurchase such Convertible Debentures at the price and on the terms specified herein. (b) If a Change of Control shall occur, the Depositor will offer described below (the “Change of Control Offer”) at a purchase price Change of Control payment in cash equal to 101100% of the aggregate principal amount thereof of Convertible Debentures repurchased plus accrued and unpaid interest on the Convertible Debentures repurchased, to the date of purchase. Within 30 days following any Change of Control, the date upon which Depositor will mail a notice to each Holder of Trust PIERS describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, repurchase Convertible Debentures for which notice Trust PIERS shall govern the terms of have been exchanged on the Change of Control Offer. Such notice shall state, among other things, payment date specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to the procedures required hereby and described in such notice. To exercise a repurchase right arising under this Section 4.04, a Holder of the Trust PIERS must deliver, within such 30-day period specified in the Depositor’s notice, irrevocable written notice to the Depositor, the Trust, the Property Trustee and the Exchange Agent of such Holder’s exercise of its repurchase right. The Depositor 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 Convertible Debentures as a result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions hereof, the Depositor will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.01 by virtue of such conflict. (bc) On the Change of Control Payment Datepayment date, the Company shallDepositor will, to the extent lawful, : (1i) accept for payment all Notes Convertible Debentures or portions thereof of Convertible Debentures properly tendered pursuant to the Change of Control Offer, offer; (2ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control payment Payment in respect of all Notes Convertible Debentures or portions thereof so tendered and of notes properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so Convertible Debentures properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes Convertible Debentures or portions thereof of Convertible Debentures being purchased by the CompanyDepositor. The Paying Agent shall paying agent will promptly mail to each Holder of Notes so properly tendered the Change of Control payment for such NotesTrust PIERS converted to Convertible Debentures, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each Holder a new Note Convertible Debenture equal in principal amount to any unpurchased portion of the Notes Convertible Debentures surrendered, if any; provided that each such new Note Convertible Debenture will be in a principal amount of $2,000 and 50 or an integral multiples multiple of $1,000 in excess thereof50. The Company shall publicly announce Any Trust PIERS as to which such right is exercised will be exchanged for Convertible Debentures by the results Property Trustee on behalf of the Depositor not less than three Business Days prior to the Change of Control payment date, which will not be later than 45 calendar days, after the date of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofnotice. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail send to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of sending the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes on a Business Day (the "Change of Control Payment Date") not more than 60 nor less than 30 days following such Change of Control, pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to repurchase Notes pursuant to the Trustee procedures required by this Section 4.15 and each Holder, which notice described in such notice. The Company shall govern comply with the terms requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control OfferControl. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a The Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent remain open for at the address specified in the notice prior to least 20 Business Days and until the close of business on the third fifth Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted accepted, together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or otherwise deliver to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions described above shall be applicable whether or not any other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15Indenture are applicable. (d) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such that Holder’s 's Notes pursuant to the offer described below (the “Change of Control Offer”) at . In the Change of Control Offer, the Company shall offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” repurchase Notes on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateDate specified in such notice, pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with any of $1,000 the provisions of this "Change of Control" covenant, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent no later than 11:00 am New York City time an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a4.11(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all Facility, any future credit agreements or other agreements relating to Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Facility and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.154.11. (d) Notwithstanding anything to the contrary in this Section 4.154.11, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.11 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2e) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control Offer at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursTriggering Event, each Holder shall have the right to require that the Company purchase all or to make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to each Holder to repurchase all or any part, equal to $1,000 or an integral multiple of $1,000, of such Holder's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, on Notes repurchased to the date fixed for repurchase (the "Change of purchase. Control Payment"). (b) Within 30 days 15 Business Days following a Change of Control Triggering Event, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, Triggering Event and offering to repurchase the Company must send, Notes on the date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such the notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”). Holders electing to have a Note purchased ") pursuant to the procedures set forth in Section 3.08 and described in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender Triggering Event. To the Noteextent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Company shall comply with the form entitled “Option applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch conflict. (bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to under the Change of Control Offer, ; (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered of the Notes properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof of the Notes being purchased by the Company. . (d) The Paying Agent shall deliver promptly mail to each Holder of Notes so properly tendered the Change of Control payment Payment for such Notes, and and, upon receipt of an Authentication Order in accordance with Section 2.02 with respect to such Notes, the Trustee shall promptly authenticate and mail or deliver (deliver, or cause to be transferred by book entry) , to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; , provided that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof. 1,000. (e) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant provisions described in the immediately preceding sentence this Section 4.16 shall constitute an Event be applicable whether or not any other provisions of Default described in clause (c) and not in clause (b) under Section 6.01 hereofthis Indenture are applicable. (cf) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon following a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 4.16 and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of First Mortgage Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such that Holder’s 's First Mortgage Notes pursuant to the an offer described below (the “"Change of Control Offer”") at on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a purchase price payment in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof of First Mortgage Notes repurchased plus accrued and unpaid interest (including Liquidated Damages) thereon, to the date of purchase. Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of repurchase First Mortgage Notes on the Change of Control Offer. Such Payment Date specified in such notice which date shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Company shall comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent such laws and regulations are applicable in connection with the repurchase of the First Mortgage Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the date the Change of Control Payment is made (the "Change of Control Payment Date"), the Company shall, to the extent lawful, lawful (1) accept for payment all First Mortgage Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all First Mortgage Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the First Mortgage Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of First Mortgage Notes or portions thereof being purchased by the Company. . (c) The Paying Agent shall promptly mail to each Holder of First Mortgage Notes so tendered the Change of Control payment Payment for such First Mortgage Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new First Mortgage Note equal in principal amount to any unpurchased portion of the First Mortgage Notes surrendered, if any; provided that each such new First Mortgage Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the contrary Holders of the First Mortgage Notes to require that the Company repurchase or redeem the First Mortgage Notes in this Section 4.15the event of a takeover, the recapitalization or similar transaction. (e) The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all First Mortgage Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or any portion (equal to a portion minimum denomination of such $2,000 or an integral multiple of $1,000 in ex- cess thereof) of that Holder’s Notes pursuant to an offer (a “ Change of Control Offer ”) on the offer described below (terms set forth in this Indenture; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000). In the “Change of Control Offer”) at , the Company will offer a purchase price Change of Control Payment in cash equal to 101% of the aggre- gate principal amount thereof of Notes repurchased, plus accrued interest and unpaid interest, if any, on the Notes repurchased to the date of purchase. Within 30 days following purchase (such payment the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the ““ Change of Control Payment Date”, and such date of purchase, the “ Change of Con- trol Payment Date ”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, subject to the Paying Agent at the address specified in the notice prior rights of Holders of Notes on a relevant record date to the close of business receive interest due on the third Business Day an Interest Payment Date occurring on or prior to the Change of Control Payment Date.. Within 30 days following any Change of Control, except to the extent the Company has delivered notice to the Trustee of its intention to redeem -81- (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect re- spect of all Notes or portions thereof so tendered of Notes properly tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased pur- chased by the Company. The Paying Agent shall will promptly mail deliver to each Holder of Notes so properly tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entryen- try) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.-82-

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company has executed its right to redeem all of the Notes as described under Section 3.03 hereof, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to and unpaid interest, if any, to, but excluding, the repurchase date (the “Change of purchaseControl Payment”). Within 30 days following the date upon which the Change of Control occurred, unless the Company has exercised its right to redeem all of the Notes as described under Section 3.03 hereof. the Company must send, send or otherwise deliver in accordance with the case applicable procedures of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, DTC. a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 15 days nor later than 60 days from the date such notice is sent mailed or mailedotherwise delivered in accordance with the applicable procedures of DTC, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date, or with respect to Global Notes, comply with the applicable procedures of DTC. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent no later than 10:00 a.m. New York City time, an amount equal to the aggregate Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver deliver, or cause to be delivered delivered, to the applicable Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of that all Notes or portions thereof being have been tendered to and purchased by the Company. The In the event that the Company makes a Change of Control Payment, the Paying Agent shall promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred transfer by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) If the Change of Control Payment Date is on or after a Regular Record Date for an interest payment and on or before the related Interest Payment Date, any accrued and unpaid interest to, but excluding, the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date, subject to applicable procedures of DTC with respect to Global Notes. (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationsregulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.154.11 by virtue thereof. (de) Notwithstanding anything to the contrary in this Section 4.154.11, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.11 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2f) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control Offer at the time of making the Change of Control Offer. (g) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or holders of Indebtedness incurred or issued under a credit facility, an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change of Control or (2) the Company will repay all outstanding Indebtedness incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Company will offer to repay all such Indebtedness, make payment to the lenders or holders of such Indebtedness that accept such offer and obtain waivers of any event of default arising under the relevant credit facility, indenture or other agreement from the remaining lenders or holders of such Indebtedness. (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right, upon not less than 15 days’ nor more than 60 days’ prior notice, given not more than 15 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities Facility and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Facility and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause . (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company Issuer purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Amounts, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company Issuer must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 200,000 and integral multiples of $1,000 in excess thereof. The Company Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Issuer and the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Issuer and the Company complies comply with the provisions of any such securities laws or regulations, neither the Issuer nor the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple of such $1,000) of that Holder’s 's Notes pursuant to xx x Xhange of Control Offer on the offer described below (terms set forth in this Indenture. In the “Change of Control Offer”) at , the Company shall offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, to the date of purchase. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder, and deliver to the Trustee a copy of such notice, describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of repurchase Notes on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Company shall comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent paying agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. . (c) The Paying Agent paying agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof. 1,000. (d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (ce) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Within thirty (30) days following the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or shall make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) to repurchase all or any part (equal to $1.00 or an integral multiple of $1.00 in excess thereof of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased (subject to the prepayment provisions in the First Lien Credit Agreement as in effect on the First Supplemental Indenture Date, or, if the First Lien Credit Agreement ceases to exist, in any substantively equivalent section of the Credit Facility Issue Date, to the extent applicable), plus accrued interest and unpaid interest, if any, thereon to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law settlement (the “Change of Control Payment Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Holders electing Within thirty (30) days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to have a Note purchased each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (b) that the Change of Control Offer is being made pursuant to a this Section 4.25 and that all Notes validly tendered and not validly withdrawn pursuant to the Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.accepted for payment; (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2i) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered (and not validly withdrawn); and (3ii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The On the Change of Control Settlement Date, the Paying Agent shall promptly mail to each Holder of Notes so properly tendered the Change of Control payment Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will be in a minimum principal amount of $2,000 and 1.00 or an integral multiples multiple of $1,000 1.00 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Settlement Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in 4.25 shall be applicable whether or not any other provisions of this Section 4.15, the Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 4.25 applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not validly withdrawn under such Change of Control Offer or (2) a notice of redemption of all Notes has been given pursuant to Section 3.03 hereof prior to the date on which notice 3.07, unless there is a default in payment of the Change of Control Offer must be sentapplicable redemption price. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the such Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control Event occurs, each Holder shall have the right to require that the Company Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to to, but excluding, the date of purchase. Within 30 days following the date upon which the Change of Control occurredEvent occurred (unless the Issuers have previously or concurrently sent a redemption notice with respect to all outstanding Notes that is unconditional or is subject solely to the Change of Control Event occurring), the Company Issuers must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, send by first class mailmail or otherwise electronically in accordance with the procedures of DTC, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailedsent, other than as may be required by law or as provided by Section 4.14(e) hereof (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall promptly (but in any case not later than five days after the Change of Control Payment Date) mail or otherwise deliver to each Holder of Notes so tendered the Change of Control payment for such Notes, and the Trustee shall shall, upon receipt of an Authentication Order, promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company Issuers shall publicly announce notify the Holders and the Trustee of the results of the Change of Control Subject Disposition Offer on the Purchase Date by posting such information on its website, on Intralinks, SyndTrak, ClearPar or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: comparable password-protected online data system (i) repay in full all Indebtedness under the Credit Facilities which may be nonpublic and all other Senior Debt the terms of which require repayment upon may be maintained by BPR or a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofthird party). (c) The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies Issuers comply with the provisions of any such securities laws or regulations, the Company Issuers shall not be deemed to have breached its their obligations under this Section 4.154.14. (d) Notwithstanding anything to the contrary in this Section 4.154.14, the Company Issuers shall not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 4.14 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2e) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of ControlControl Event, and conditioned upon such Change of Control Event occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as such Change of Control Event occurs. The Issuers may rescind or amend the Change of Control Offer in the event that the Issuers shall determine that the Change of Control Event will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed. A Change of Control Offer made in advance of the Change of Control Event may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause . (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company to purchase all or a portion any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereofthereafter. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws or regulations, to the extent such laws and regulations are applicable applicable, in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.154.06. (d) Notwithstanding anything to the contrary in this Section 4.154.06, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.06 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or (2) a notice of are called for redemption has been given pursuant to Section 3.03 hereof by the Company prior to the date on which it being required to mail notice of the Change of Control Offer must be sent. Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice. (e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or will be required to make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Senior Subordinated Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchaserepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction that constitutes the Change of Control occurredand offering to repurchase the Senior Subordinated Notes pursuant to the procedures required by this Indenture and described in such notice; provided that, prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, the Company must sendwill either repay all outstanding Senior Debt or obtain the requisite consents, in if any, under all agreements governing outstanding Senior Debt to permit the case repurchase of Global Notes, through Senior Subordinated Notes required by this covenant. The Company will comply with the facilities requirements of DTC and, in Rule 14e-1 under the case of certificated notes, by first class mail, a notice Exchange Act and any other securities laws and regulations thereunder to the Trustee extent such laws and each Holder, which notice shall govern regulations are applicable in connection with the terms repurchase of the Change Senior Subordinated Notes as a result of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, (1i) accept for payment all Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Senior Subordinated Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Senior Subordinated Notes so tendered the Change of Control payment Payment for such Senior Subordinated Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Senior Subordinated Note equal in principal amount to any unpurchased portion of the Senior Subordinated Notes surrendered, if any; provided provided, that each such new Senior Subordinated Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes on a Business Day (the "CHANGE OF CONTROL PAYMENT DATE") not more than 70 nor less than 30 days following such Change of Control, pursuant to the offer described below (the “Change of Control Offer”"CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchasepurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to repurchase Notes pursuant to the Trustee procedures required by this Section 4.15 and each Holder, which notice described in such notice. The Company shall govern comply with the terms requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control OfferControl. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a The Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent remain open for at the address specified in the notice prior to least 20 Business Days and until the close of business on the third fifth Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted accepted, together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or otherwise deliver to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions described above shall be applicable whether or not any other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15Indenture are applicable. (d) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company to purchase all or a portion any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereofthereafter. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.154.11. (d) Notwithstanding anything to the contrary in this Section 4.154.11, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.11 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Company will not be required to make a Change of Control Offer upon a Change of Control if the Notes have been or (2) a notice of are called for redemption has been given pursuant to Section 3.03 hereof by the Company prior to the date on which it being required to mail notice of the Change of Control Offer must be sent. Offer, and thereafter redeems all Notes called for redemption in accordance with the terms set forth in such redemption notice. (e) A Change change of Control Offer may be made in advance of a Change change of Control, and conditioned upon upon, the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase all or shall be obligated to make an offer (a portion of such Holder’s Notes pursuant to the offer described below (the “"Change of Control Offer”") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a purchase an offer price in cash equal to 101% of the principal amount thereof thereof, plus accrued and unpaid interest thereon to the date of purchase. Within 30 days following purchase (the date upon which the "Change of Control occurredPayment"). Within ten days following a Change of 40 48 Control, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, will mail a notice to the Trustee and each Holder, which notice shall govern Holder describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice shall state, among other things, and offering to repurchase Notes on the purchase datedate specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on provisions described above will be applicable whether or as soon as practicable after the Change not any other provisions of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofthis Indenture are applicable. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a4.13(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all Facility, any future credit agreements or other agreements relating to Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Facility and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.154.13. (d) Notwithstanding anything to the contrary in this Section 4.154.13, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.13 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2e) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control Offer at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase Issuer to repurchase all or a portion any part of principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase ). The offer price in any Change of Control Offer shall be payable in cash and shall equal to 101% of the aggregate principal amount thereof of any Notes repurchased plus accrued and unpaid interest, if any, on the Notes (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the The Change of Control Payment DateDate shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, : (1i) accept for payment all Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offer, ; (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of the Notes being purchased by the Company. Issuer. (c) The Paying Agent shall promptly mail to each Holder of Notes so properly tendered pursuant to the Change of Control payment Offer the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (mail, or cause to be transferred by book entry) , to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such the new Note will shall be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company Issuer shall publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (cd) The Company Change of Control provisions described in this Section 3.4 shall be applicable whether or not any other provisions of the Indenture are applicable. The Issuer shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent such those laws and regulations are applicable in connection with the repurchase of Notes pursuant to a any Change of Control Offer. To If the extent that provisions of any of the Company complies applicable securities laws or securities regulations conflict with the provisions of any such this Section 3.4, the Issuer shall comply with the applicable securities laws or regulations, the Company and regulations and shall not be deemed to have breached its obligations under this Section 4.153.4 by virtue of such compliance. (de) Notwithstanding anything to the contrary in this Section 4.15, the Company The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party or the Company makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or (2ii) a notice of redemption has been given pursuant to Section 3.03 3.2 hereof prior unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the date on which notice of contrary in the Change of Control Offer must be sent. A Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under the Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then Outstanding.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Debentures shall have the right to require that the Company purchase to repurchase all or a portion any part (but not any fractional shares) of such Holder’s Notes 's Debentures pursuant to the offer described below (the “"Change of Control Offer”) at "). In the Change of Control Offer, the ----------------------- Company shall offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof of Senior Exchangeable Preferred Stock repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any (subject to the right of Holders of record on the relevant record date to receive dividends and Liquidated Damages, if any, due on the relevant dividend payment date), to the date of purchasepurchase (the "Change of Control ----------------- Payment"). Within 30 days following any Change of Control, the date upon which Company shall ------- mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Debentures on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of --------- Control Payment Date”"). Holders electing to have a Note purchased , pursuant to a Change of Control Offer will be the procedures required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified by this Indenture -------------------- and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) such notice. On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1) accept for payment all Notes Debentures or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes Debentures or portions thereof so tendered and tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes Debentures so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes Debentures or portions thereof being purchased by the Company. The Paying Agent Company shall promptly mail to each Holder of Notes Debentures so tendered the Change of Control payment Payment for such NotesDebentures, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note certificate representing the Debentures equal in principal amount to any unpurchased portion of the Notes Debentures surrendered, if any; provided that each such new Note will . The Change of Control provisions described above shall be in a principal amount applicable whether or not any other provisions of $2,000 and integral multiples of $1,000 in excess thereofthis Indenture are applicable. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior comply, to the mailing of the notice referred to in Section 4.15(a) aboveextent applicable, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws or regulations applicable to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a any Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationssecurities regulations conflict with the provisions of this Section 4.15, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes Debentures validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Within 30 days following the occurrence of a Change of Control occursControl, each Holder shall have the right to require that the Company purchase will make an Offer to Purchase all or a portion of such Holder’s the outstanding Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price Purchase Price in cash equal to 101% of the principal amount thereof plus of the Notes tendered, together with accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurredand unpaid interest, if any, to, but not including, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Purchase Date. (b) On the Change of Control Payment Purchase Date, the Company shallwill, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes (in integral multiples of $1,000) properly tendered pursuant to the Change Offer to Purchase; provided that if, following repurchase of Control Offera portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $2,000; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Purchase Price in respect of all Notes or portions thereof of Notes so tendered and tendered; and (3) deliver or cause to be delivered to the applicable Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Company in accordance with the terms of this Section 4.15. (c) The Paying Agent shall will promptly mail (or otherwise deliver in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control payment Purchase Price for such Notes, and the Trustee shall will promptly authenticate upon receipt of an Authentication Order and mail (or otherwise deliver in accordance with the applicable procedures of DTC) (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; , provided that each such new Note will be in a principal amount of $2,000 and or integral multiples of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (cd) If a Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Purchase Date will be paid on the Purchase Date to the Person in whose name a Note is registered at the close of business on such Record Date. (e) The Company shall comply will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act to the extent such and any other applicable securities laws and or regulations are applicable in connection with the any repurchase of the Notes pursuant to a Change of Control Offerthis Section 4.15. To the extent that the Company complies provisions of any securities laws or regulations conflict with the provisions of any such securities laws or regulationsthis Indenture, the Company shall not will comply with the applicable securities laws and regulations and will be deemed to have breached complied with its obligations under this Section 4.15Indenture by virtue of such compliance. (df) Notwithstanding anything to the contrary Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Section 3.02, 3.05 and 3.06. (g) The Company shall will not be required to make a Change of Control an Offer to Purchase upon a Change of Control if (1) a third party makes the Change of Control such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in of this Section 4.15 hereof Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase (it being understood that such third party may make a Change of Control Offer that is conditioned on and prior to the occurrence of a Change of Control) or (2) a notice the Company has exercised its right to redeem all of redemption has been given the Notes pursuant to Section Sections 3.03 hereof prior to the date on which notice and 3.07, unless and until there is a default in payment of the Change of Control applicable redemption price. (h) An Offer must be sent. A Change of Control Offer to Purchase may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer to Purchase is made.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase to repurchase all or a portion any part of principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase ). The offer price in any Change of Control Offer shall be payable in cash and shall equal to 101% of the aggregate principal amount thereof of any Notes repurchased plus accrued and unpaid interest, if any, on the Notes (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), to the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the The Change of Control Payment DateDate shall be no earlier than 30 days and no later than 60 days from the date the notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1i) accept for payment all Notes or portions thereof of the Notes properly tendered pursuant to the Change of Control Offer, ; (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of the Notes being purchased by the Company. . (c) The Paying Agent shall promptly mail to each Holder of Notes so properly tendered pursuant to the Change of Control payment Offer the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (mail, or cause to be transferred by book entry) , to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such the new Note will shall be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (cd) The Change of Control provisions described in this Section 3.4 shall be applicable whether or not any other provisions of the Indenture are applicable. The Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent such those laws and regulations are applicable in connection with the repurchase of Notes pursuant to a any Change of Control Offer. To If the extent that provisions of any of the Company complies applicable securities laws or securities regulations conflict with the provisions of any such securities laws or regulationsthis Section 3.4, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.153.4 by virtue of such compliance. (de) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or (2ii) a notice of redemption has been given pursuant to Section 3.03 3.2 hereof prior unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the date on which notice of contrary in the Change of Control Offer must be sent. A Indenture, a Change of Control Offer may be made in advance of a Change of Control, and conditioned conditional upon such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under the Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then Outstanding.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company to purchase all or a portion of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”) "), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, Note with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Note, completed, to the Paying Agent Agent, at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities Facility and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Facility and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s 's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase to make an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or a portion any part, equal to $1,000 or an integral multiple of such $1,000, of the Holder’s 's Notes pursuant to the at an offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase. fixed for repurchase (the "CHANGE OF CONTROL PAYMENT"). (b) Within 30 days Business Days following a Change of Control, the date upon which Company shall mail an Offer to Purchase to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase the Company must send, Notes on the date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdernotice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such the notice is sent or mailed, other than as may be required by law mailed (the “Change of Control Payment Date”). Holders electing to have a Note purchased "CHANGE OF CONTROL PAYMENT DATE") pursuant to the procedures set forth in Section 3.09 and described in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable to the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (bc) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to under the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof of the Notes so tendered tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate in accordance with Sections 13.04 and 13.05 stating the aggregate principal amount of Notes or portions thereof of the Notes being purchased by the Company. . (d) The Paying Agent shall mail promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such the Notes, and the Trustee shall shall, upon receipt of an Authentication Order in accordance with Section 2.02, promptly authenticate and mail or deliver (mail, or cause to be transferred by book entry) , to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED, HOWEVER, that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof. 1,000. (e) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant provisions described in the immediately preceding sentence this Section 4.16 shall constitute an Event be applicable notwithstanding any other provisions of Default described in clause (c) and not in clause (b) under Section 6.01 hereofthis Indenture. (cf) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 4.16 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Senior Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Senior Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Senior Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required herein and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Senior Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Senior Note Trustee the Senior Notes so accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Senior Notes so tendered the Change of Control payment Payment for such Senior Notes, and and, upon receipt of an Authentication Order, the Senior Note Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt other than the Senior Notes or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt other than the Senior Notes to permit the repurchase of Senior Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any The Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all Control provisions described above shall be applicable whether or not any other provisions of this Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofNote Indenture are applicable. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof herein applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant if the Company exercises its option to Section 3.03 hereof prior to purchase the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferSenior Notes.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such that Holder’s 's Notes pursuant to the offer described below (the “Change of Control Offer”) at . In the Change of Control Offer, the Company shall offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Registration Default Damages thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” repurchase Notes on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateDate specified in such notice, pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with any of $1,000 the provisions of this "Change of Control" covenant, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof 4.15, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such that Holder’s 's Notes pursuant to the offer described below (the “Change of Control Offer”) at . In the Change of Control Offer, the Company shall offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase. Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” repurchase Notes on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Date specified in such notice, pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Company shall, to the extent lawful, : (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and tendered; and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall will promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with any of $1,000 the provisions of this "Change of Control" covenant, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior The provisions of this Section 4.14 shall be applicable regardless of whether or not any other provisions of this Indenture are applicable. Except to the mailing extent of the notice referred to in provisions of this Section 4.15(a) above4.14, but in any event within 30 days following any Change this Indenture does provide for the right of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase Holders of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent require that the Company complies with repurchase or redeem the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer Notes in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance event of a Change of Controltakeover, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offerrecapitalization or similar transaction.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company to purchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. . (c) Prior to complying with the mailing provisions of the notice referred to in Section 4.15(a) abovethis covenant, but in any event within 30 90 days following any a Change of Control, if agreements governing Senior Indebtedness prohibit the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase purchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationsNotes, the Company shall not be deemed to have breached its obligations either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under this Section 4.15.all agreements governing outstanding Senior (d) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Company has executed its right to redeem all of the Notes as described under Section 3.03 hereof, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to and unpaid interest, if any, to, but excluding, the date of purchasepurchase (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control occurred, unless the Company has exercised its right to redeem all of the Notes as described under Section 3.03 hereof. the Company must send, send or otherwise deliver in accordance with the case applicable procedures of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, DTC. a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent mailed or mailedotherwise delivered in accordance with the applicable procedures of DTC, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note their Notes purchased pursuant to a Change of Control Offer will shall be required to surrender the Notetheir Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date, or with respect to Global Notes, comply with the applicable procedures of DTC. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent no later than 10:00 a.m. New York City time, an amount equal to the aggregate Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver deliver, or cause to be delivered delivered, to the applicable Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of that all Notes or portions thereof being have been tendered to and purchased by the Company. The In the event that the Company makes a Change of Control Payment, the Paying Agent shall promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred transfer by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) If the Change of Control Payment Date is on or after a Regular Record Date for an interest payment and on or before the related Interest Payment Date, any accrued and unpaid interest to, but excluding, the Change of Control Payment Date will be paid on the Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date, subject to applicable procedures of DTC with respect to Global Notes. (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulationsregulations conflict with this Section 4.11, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.154.11 by virtue thereof. (de) Notwithstanding anything to the contrary in this Section 4.154.11, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.11 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2f) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control Offer at the time of making the Change of Control Offer. (g) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite lenders or holders of Indebtedness incurred or issued under a credit facility, an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change of Control or (2) the Company will repay all outstanding Indebtedness incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Company will offer to repay all such Indebtedness, make payment to the lenders or holders of such Indebtedness that accept such offer and obtain waivers of any event of default arising under the relevant credit facility, indenture or other agreement from the remaining lenders or holders of such Indebtedness. (h) If Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase. Within 30 ten days following any Change of Control, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by the applicable Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment DateControl. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of any notice required by the notice referred to in Section 4.15(a) aboveIndenture, but in any event within 30 days following any Change of Control, the Company shall: shall (i) repay in full in cash and terminate all commitments under Indebtedness under the Senior Credit Facilities Agreements and all other Senior Debt the terms of which require repayment upon a Change of Control; Control or offer to repay in full in cash and terminate all commitments under all Indebtedness under the Senior Credit Agreements and all other such Senior Debt and to repay the Indebtedness owed to each lender under the Senior Credit Agreements that has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Facilities Agreements and all such other Senior Debt to permit the repurchase of the Notes as provided belowabove. The Company shall first comply with this covenant before it shall be required to repurchase Notes pursuant to the provisions described herein. The Company’s 's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof"Events of Default" below. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2ii) the Company exercises its option to purchase all the Notes upon a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made as described in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferSection 3.07(c).

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of the Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Company will mail a notice to each Holder of the Notes describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 90 days from the date such notice is sent or mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Control. On the Change of Control Payment Date, the Company shallwill, to the extent lawful, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent Trustee an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of the Notes or portions thereof being purchased by the Company. The Paying Agent shall Trustee will promptly mail to each Holder of the Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple of such $1,000) of that Holder’s 's Notes pursuant to the offer described below (the “a Change of Control Offer”) at . In the Change xx Xxntrol Offer, the Company will offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the repurchase date plus accrued and unpaid Liquidated Damages, if any, to the repurchase date, subject to the rights of purchaseHolders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 ten days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of repurchase notes on the Change of Control Offer. Such notice shall state, among other things, Payment Date specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Company will comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance. (b) On the Change of Control Payment Date, the Company shallwill, to the extent lawful, : (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3) deliver or cause to be delivered to the applicable Trustee trustee the Notes so properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. The Paying Agent shall will promptly mail to each Holder holder of Notes so properly tendered the Change of Control payment Payment for such Notesnotes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, The provisions described above that require the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon to make a Change of Control; Control Offer following a Change of Control will be applicable whether or (ii) obtain the requisite consents under the Credit Facilities and all such not any other Senior Debt to permit the repurchase provisions of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereofthis Indenture are applicable. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer Offer, or (2) a notice of redemption has been given pursuant to this Indenture as described in Section 3.03 hereof prior to the date on which notice 3.07 hereof, unless and until there is a default in payment of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offerapplicable redemption price.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that the Company purchase Issuers to repurchase all or a portion any part (equal to $1 or an integral multiple thereof) of such that Holder’s Notes pursuant to the an offer described below (a “Change of Control Offer”). In the Change of Control Offer, the Issuers shall offer a payment (the “Change of Control OfferPayment”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and unpaid Interest, if any, thereon, to the date of purchase. Within 30 ten days following any Change of Control, the date upon which Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, in date (the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date”) specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may pursuant to the procedures set forth in Section 3.09 hereof, and described in such notice. The Issuers will not be required by law (the “to make a Change of Control Payment Date”). Holders electing to have Offer upon a Note purchased pursuant Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer will be required to surrender made by the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Payment Date. (b) Offer. On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful, : (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2b) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered tendered; and (3c) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a principal amount of $2,000 and 1 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below in this Section 4.15 (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchasepurchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the date upon which Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in such notice (the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the "Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date"), which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Company will comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Control. On the a Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof. Prior to complying with the provisions of $1,000 this Section 4.15, but in excess thereofany event within 60 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions described above will be applicable whether or not other provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Indenture are applicable. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the a manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer Offer. NO SENIOR SUBORDINATED DEBT Notwithstanding any other provision hereof, the Company shall not incur create, issue, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness (2including Acquired Debt) a notice that is subordinate or junior in right of redemption has been given pursuant payment to Section 3.03 hereof prior any Senior Debt and senior in any respect in right of payment to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferNotes.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent or mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a4.13(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all Facility, any future credit agreements or other agreements relating Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.154.13. (d) Notwithstanding anything to the contrary in this Section 4.154.13, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 4.13 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or Offer. (2e) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change change of Control Offer may be made in advance of a Change change of Control, and conditioned upon upon, the occurrence of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder of Notes shall have the right to require that the Company purchase Issuer to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the “"Change of Control Offer”") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued interest to the date of purchasepurchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the date upon which Issuer shall mail a notice to each Holder describing the transaction or transactions that constituted the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holdersuch notice, which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from [the fifth Business Day preceding the last day of the fiscal quarter] of the Issuer next following the Change of Control date such notice is sent or mailed, other than as may be required by law (the “"Change of Control Payment Date”"). Holders electing to have a Note purchased , pursuant to the procedures required by this Indenture and described in such notice. 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. (b) Control. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and 1,000 or an integral multiples multiple thereof or less if the total unpurchased amount of the Notes surrendered is less than $1,000 1,000. Prior to complying with the provisions of this covenant, but in excess thereofany event prior to the Change of Control Payment Date, the Issuer shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Company Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary described in this Section 4.15, the Company 4.15 shall be applicable notwithstanding any other provisions of this Indenture. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Notes will have the right to require that the Company purchase Issuer to repurchase all or a portion any part (equal to €100,000 or an integral multiple of such €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer described below a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control OfferPayment”) at a purchase price equal ), subject to 101% the rights of Holders of the principal amount thereof plus accrued Notes on the relevant record date to receive interest to due on the date of purchaserelevant interest payment date. Within 30 days following any Change of Control, the date upon which Issuer will mail a notice to each Holder of the Notes at such Holder’s registered address or otherwise deliver a notice in accordance with the procedures described under Section 13.01, stating that a Change of Control occurred, Offer is being made and offering to repurchase Notes on the Company must send, in date (the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, Payment Date”) specified in the purchase datenotice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent mailed or maileddelivered, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Issuer will comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to have the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender Offer. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance. (b) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful, : (1i) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ; (2ii) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and of Notes properly tendered; and (3iii) deliver or cause to be delivered to the applicable Trustee the Notes so properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. Issuer. (c) The Paying Agent shall will promptly mail (or cause to be delivered) to each Holder holder of Notes so properly tendered the Change of Control payment Payment for such Notes, and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book book-entry) to each Holder holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company shall Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in The provisions of this Section 4.154.14 that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not permit the Company shall holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer Offer, or (2) a notice of redemption has been given pursuant to this Indenture as described in Section 3.03 hereof prior 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the date on which notice of the Change of Control Offer must be sent. A contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made. (f) The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the Notes prior to the occurrence of the Change of Control. (g) If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notices relating to the Change of Control Offer in a leading newspaper of general circulation in Luxembourg (expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notices on the official website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that the Company purchase Issuers to repurchase all or a portion any part (equal to $1,000 or an integral multiple thereof) of such that Holder’s Notes pursuant to the an offer described below (a “Change of Control Offer”). In the Change of Control Offer, the Issuers shall offer a payment (the “Change of Control OfferPayment”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued interest and unpaid Interest, if any, thereon, to the date of purchase. Within 30 ten days following any Change of Control, the date upon which Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, in date (the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the “Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date”) specified in such notice, which must date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may pursuant to the procedures set forth in Section 3.09 hereof, and described in such notice. The Issuers will not be required by law (the “to make a Change of Control Payment Date”). Holders electing to have Offer upon a Note purchased pursuant Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer will be required to surrender made by the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Payment Date. (b) Offer. On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful, : (1a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2b) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered tendered; and (3c) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control payment Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note will shall be in a principal amount of $2,000 and 1,000 or an integral multiples of $1,000 in excess multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice of the Change of Control Offer must be sent. A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Notes will have the right to require that the Company purchase to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”), subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase. Within 30 days following any Change of Control, the date upon which Company will mail to each Holder a notice describing the transaction or transactions that constitute the Change of Control occurred, and offering to repurchase Notes on the Company must send, date specified in the case of Global Notes, through notice (the facilities of DTC and, “Change in the case of certificated notes, by first class mail, a notice to the Trustee and each HolderControl Payment Date”), which notice date shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified this Section 4.15 and described in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Datesuch notice. (b) On Promptly following the expiration of the Change of in Control Payment DateOffer, the Company shallwill, to the extent lawful, (1) accept for payment all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Company will, on the Change of Control Payment Date: (21) deposit with the Paying Agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof of Notes properly so tendered and tendered; and (32) deliver or cause to be delivered to the applicable Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof of Notes being purchased by the Company. . (c) The Paying Agent shall will promptly mail or wire transfer to each Holder of Notes so properly tendered and not withdrawn the Change of Control payment Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Trustee shall will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder; provided that each such new Note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereofof $2,000. If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date, unless the Company defaults in making the Change of Control Payment. (d) The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (ce) The provisions described above in this Section that require the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to make a Change of Control Offer. To the extent that the Company complies with the Offer following a Change of Control will be applicable regardless of whether any other provisions of any such securities laws or regulationsthis Indenture are applicable, except as described in the Company shall not be deemed to have breached its obligations under this Section 4.154.15(f). (df) Notwithstanding anything to the contrary in this Section 4.15, the The Company shall will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Section 4.15 hereof applicable to a Change of Control Offer made by the Company and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer or (2) a if notice of redemption has been given pursuant to Section 3.03 hereof prior to the date on which notice 3.07, unless and until there is a default in payment of the Change of Control Offer must be sent. applicable redemption price. (g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made. (h) In the event that not less than 90% of the aggregate principal amount of the then-outstanding Notes are properly tendered and not withdrawn under a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in this Section 4.15, purchases all of such Notes, the Company will have the right, upon not less than 30 days’ nor more than 60 days’ prior notice, given not more than 30 days following the Change of Control Payment Date, to redeem all of the notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding to the date of redemption of such Notes. (i) 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. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, each Holder shall of Notes will have the right to require that the Company purchase Issuers to repurchase all or a portion any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the offer described below (the “terms set forth in this Indenture. In such Change of Control Offer”) at , the Issuers will offer a purchase price Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the date upon which Issuers will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice and offering to the Trustee and each Holder, which notice shall govern the terms of repurchase Notes on the Change of Control Offer. Such notice shall state, among other things, the purchase datePayment Date specified in such notice, which must date will be no earlier than 30 days nor and no later than 60 days from the date such notice is sent or mailed, other than as may be pursuant to the procedures required by law (this Indenture and described in such notice. The Issuers will comply with the “Change requirements of Control Payment Date”). Holders electing Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to have the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a Note purchased pursuant to result of a Change of Control Offer will be required to surrender Control. To the Note, extent that the provisions of any securities laws or regulations conflict with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Dateprovisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance. (b) On the Change of Control Payment Date, the Company shallIssuers will, to the extent lawful, : (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, ; (2) deposit with the Paying Agent paying agent an amount equal to the Change of Control payment Payment in respect of all Notes or portions thereof so tendered and properly tendered; (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall paying agent will promptly mail or wire transfer to each Holder of Notes properly tendered and so tendered accepted the Change of Control payment Payment for such Notes, and the Trustee shall trustee will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note note will be in a principal amount of $2,000 and or an integral multiples multiple of $1,000 in excess thereof. Any note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date. The Company shall Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15. (d) Notwithstanding anything to the contrary in this Section 4.15contained herein, the Company shall Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly properly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption has been given for all of the Notes pursuant to Section 3.03 3.07 hereof prior unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the date on which notice of the Change of Control Offer must be sent. A contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation of such Change of Control occurringControl, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control OfferOffer is made. (d) The provisions of this Section 4.15 that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of this Indenture are applicable.