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

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs and is accompanied by a Rating Decline with respect to the Notes (together, a “Change of Control Triggering Event”), each Holder registered holder of the Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof, provided that the unpurchased portion of any Notes must be in a minimum denomination of $2,000) of that Holdersuch holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on to the date of purchase. (b) Within 30 days following any Change of Control Triggering Event, the Company will mail a notice (the “Change of Control Offer”) to each holder of Notes with a copy to the Trustee stating: (i) that a Change of Control Triggering Event has occurred with respect to the Notes repurchasedand that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, repurchase date (which shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed and which may be up to five days after the expiration of such the Change of Control Offer) (the “Change of Control Payment Date”);; and (3iii) the procedures determined by the Company, consistent with the Indenture, that any Note not tendered will continue a holder must follow in order to accrue interest;have its Notes repurchased. (4c) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after On the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender Date the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transferCompany will, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;extent lawful: (6i) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close accept for payment all Notes or portions thereof (in integral multiples of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount 1,000 or an integral multiple of $1,000 in excess thereof. ; provided that the unpurchased portion of any Note must be in a minimum denomination of $2,000) properly tendered and not withdrawn under the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or otherwise deliver to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (e) 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.01 by virtue of such compliance. (b) On . If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, accrued and unpaid interest, if any, will be paid to the Person in whose name such Note is registered at the close of business on such Record Date, the Company will, and no additional interest will be payable to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn holders who tender pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 herein and purchases all Notes properly validly tendered and not validly withdrawn under the such Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs and is accompanied by a Rating Decline with respect to the Notes (together, a “Change of Control Triggering Event”), each Holder registered holder of the Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof, provided that the unpurchased portion of any Notes must be in a minimum denomination of $2,000) of that Holdersuch holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on to the date of purchase. (b) Within 30 days following any Change of Control Triggering Event, the Company will send a notice (the “Change of Control Offer”) to each holder of Notes with a copy to the Trustee stating: (i) that a Change of Control Triggering Event has occurred with respect to the Notes repurchasedand that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, repurchase date (which shall be no earlier than 30 days and no nor later than 60 days from the date such notice is sent and which may be up to five days after the expiration of such the Change of Control Offer) (the “Change of Control Payment Date”);; and (3iii) the procedures determined by the Company, consistent with the Indenture, that any Note not tendered will continue a holder must follow in order to accrue interest;have its Notes repurchased. (4c) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after On the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender Date the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transferCompany will, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;extent lawful: (6i) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close accept for payment all Notes or portions thereof (in integral multiples of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount 1,000 or an integral multiple of $1,000 in excess thereof. ; provided that the unpurchased portion of any Note must be in a minimum denomination of $2,000) properly tendered and not withdrawn under the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or otherwise deliver to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (e) 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.01 by virtue of such compliance. (bf) On If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Payment DateOffer and the Company, or any third party making a Change of Control Offer as described in Section 4.01(h) below, purchase all of the Notes validly tendered and not withdrawn by such holders, the Company willor such third party will have the right, upon not less than 15 nor more than 60 days’ prior notice to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and holders, given not validly withdrawn more than 30 days following such purchase pursuant to the Change of Control Offer;, 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 thereon, if any, to, but excluding, the redemption date. (2g) deposit with If the Paying Agent an amount equal Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, accrued and unpaid interest, if any, will be paid to the Person in whose name such Note is registered at the close of business on such Record Date, and no additional interest will be payable to holders who tender pursuant to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment DateOffer. (ch) Notwithstanding anything to the contrary in this Section 4.7, the The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 herein and purchases all Notes properly validly tendered and not validly withdrawn under the such Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, thereon to the date of purchase repurchase (the “"Change of Control Payment”"). Within 30 days following any a Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; interest and Liquidated Damages, if any; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company will shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such complianceControl. (b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Company willshall, to the extent lawful: , (1a) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; , (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3c) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly deliver mail to each Holder holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in The Change of Control provisions described above shall be applicable whether or nor any other provisions of this Section 4.7, the Indenture are applicable. (d) The Company will shall not be required to make a Change of Control Offer upon following a Change of Control 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 4.7 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not validly withdrawn under the such Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have unless the Company has exercised its right to require redeem the Notes as described in Section 3.07 hereof, the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such complianceconflict. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Prior to a Fall Away Event, the provisions described above in this Section 4.15 that require the Company 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. (d) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.15 and purchases all Notes properly validly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 20 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 3.11 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.11 hereof or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and Section 3.11 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company has exercised its right to redeem all of the Notes as described under Section 1.08 of this First Supplemental Indenture, the Company will be required to offer to repurchase from each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) Within 30 days following any Change of Control, unless the Company has exercised its right to redeem the Notes as described under Section 1.08 of this First Supplemental Indenture, the Company will mail a notice (the “Change of Control Offer”) to each Holder, with a copy to the Trustee, stating: (i) that a Change of Control has occurred and that the Company is offering to purchase the Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on a Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, repurchase date (which shall be no earlier than 30 days and no nor later than 60 days from the date of such Change of Control notice is mailed) (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7iii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of procedures determined by the Notes surrenderedCompany, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply consistent 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 Indenture, that a Holder must follow in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed order to have breached its obligations under this Section 4.7 by virtue of such complianceNotes repurchased. (bc) On the Change of Control Payment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of Notes (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent for the Notes an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly so tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. . (d) The Paying Agent will promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after . (e) If the Change of Control Payment Date is on or after a Regular 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 the Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer. (cf) Notwithstanding anything to the contrary in this Section 4.7, the The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not validly withdrawn under the Change of Control Offer. (dg) Notwithstanding anything to the contrary in this Section 4.7, a A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (eh) The Company maywill comply, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waivedapplicable, and, until such waiver shall become effective, with the obligations requirements of Section 14(e) of the Company Exchange Act and any other securities laws or regulations in connection with the duties repurchase of Notes pursuant to this Section 3.14. To the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of extent that the provisions of this Section 4.7(e)any securities laws or regulations conflict with provisions of the Indenture, except to increase the percentage required to waive compliance by the Company of will comply with the covenants referenced here, provided, however, that this clause shall not applicable securities laws and regulations and will be deemed not to require the consent of any Holder with respect to changes have breached its obligations described in the references to “the Trustee” and concomitant changes in this Section 4.7(e)Indenture by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “"Change of Control Offer”") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof, plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, thereon to the date of purchase repurchase (the “"Change of Control Payment”"). Within 30 days following any a Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and but no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; interest and Liquidated Damages, if any; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfercompleted and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company will shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such complianceControl. (b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Company willshall, to the extent lawful: , (1a) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; , (2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3c) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly deliver mail to each Holder holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in The Change of Control provisions described above shall be applicable whether or nor any other provisions of this Section 4.7, the Indenture are applicable. (d) The Company will shall not be required to make a Change of Control Offer upon following a Change of Control 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 4.7 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not validly withdrawn under the such Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, unless the Partnership has previously or concurrently exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Partnership will make an offer (a “Change of Control Offer”), and each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to Partnership to, repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that such Holder’s Notes. In the Change of Control Offer, the Partnership will offer a cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of settlement (the “Change of Control 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. Within 30 days following any Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Partnership will send a notice to each Holder of Notes and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and providing the below information: (1) that a Change of Control Offer is being made pursuant to this Section 4.11, the expiration time for such Change of Control Offer (which shall be no earlier than 15 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of the Depositary) and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for repurchase by the Partnership at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controlbut excluding, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: Settlement Date (1) that subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Offer is being made Settlement Date) pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment4.11(d) below; (2) the purchase price and the purchase date, date (which shall be no earlier than 30 days and no later than 60 days from five Business Days after the date of such Change of Control (the “Change of Control Payment Date”Offer expires); (3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interestinterest (subject to clause (7) below); (4) that, unless the Company Partnership defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Settlement Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the such Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Settlement Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Partnership to purchase such Notes; provided that the Paying Agent receivesreceives at the address specified in the notice, not later than the close expiration time of business on the second Business Day preceding the such Change of Control Payment DateOffer, a telegram, telexan electronic transmission, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that Holders whose Notes are being purchased only in part that, if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof); and (8) the other procedures, as determined by the Partnership, consistent with this Section 4.11 that a Holder must follow. The Company notice, if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed or otherwise delivered in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (b) Promptly following the expiration of the Change of Control Offer, the Partnership will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer. Promptly thereafter on or before the Change of Control Settlement Date, the Partnership will: (1) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the Partnership. (c) On the Change of Control Settlement Date, the Paying Agent will mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository), and the Trustee will authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Partnership will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. (d) If the Change of Control Settlement Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Settlement Date will be paid on the Change of Control Settlement Date to the Person in whose name a Note is registered at the close of business on such Record Date. (e) Prior to making a Change of Control Payment, and as a condition to such payment, (1) the requisite lenders or holders of Debt 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 Payment or (2) the Partnership will repay all outstanding Debt incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Partnership will offer to repay all such Debt, make payment to the lenders or holders of such Debt 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 Debt. The Partnership covenants to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a default of the Change of Control provisions of this Indenture if the Partnership fails to comply with such covenant. (f) The Partnership will 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 time and otherwise in compliance with the requirements set forth in this Section 4.11 applicable to a Change of Control Offer made by the Partnership and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) in connection with, or in contemplation of any publicly announced Change of Control, the Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the consummation of such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (g) In the event that upon consummation of a Change of Control Offer or Alternate Offer less than 10% in aggregate principal amount of the Notes (including Additional Notes, if any) that were originally issued are held by Holders other than the Partnership or its Affiliates, the Partnership will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in this Section 4.11, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date). (h) The Partnership 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.7Indenture, the Company Partnership will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.7 Indenture by virtue of such compliance. (bi) On the Change of Control Payment DateOther than as specifically provided in this Section 4.11, the Company will, any purchase pursuant to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn this Section 4.11 shall be made pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e)Sections 3.02, except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” 3.05 and concomitant changes in this Section 4.7(e)3.06.

Offer to Repurchase Upon Change of Control. (a) Upon In connection with the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase (the “Change of Control PaymentPayment Date”), subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”)notice is mailed, other than as may be required by law; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to Notes or transfer the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw tenders of their election Notes if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchasedits tender of such Notes; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control OfferOffer and not withdrawn; (2) deposit with the Paying Agent no later than 10:00 a.m. Eastern Time an amount equal to the aggregate purchase price to be paid in such Change of Control Payment Offer in respect of all Notes or portions of Notes properly tenderedtendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes or portions of Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. purchased. (c) The Paying Agent will promptly deliver mail or wire transfer to each Holder of Notes or portions of Notes properly tendered and not withdrawn the Change purchase price payable with respect to such Notes or portions of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new . Any Note issued or portion of Note accepted for surrendered but unpurchased Notes payment pursuant to a Change of Control Offer will be in a principal amount cease to accrue interest on and after the Change of $2,000 or an integral multiple of $1,000 in excess thereofControl Payment Date. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.7, The provisions described above that require the Company will not be required to make a Change of Control Offer upon following a Change of Control if a third party makes the Change will be applicable whether or not any other provisions of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control OfferIndenture are applicable. (de) Notwithstanding anything to the contrary in this Section 4.7herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time such Change of Control Offer is made. Notwithstanding anything to the making contrary herein, the Company 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes or portions of Notes properly tendered and not withdrawn under the Change of Control Offer. , or (e2) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time notice of redemption for such compliance the Holders of at least a majority in principal amount all of the then outstanding Notes shallhas been given pursuant to Article 3, by Act of such Holders, either waive such compliance unless and until there is a default in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations payment of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)applicable redemption price.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 principal amount at maturity or an integral multiple of $1,000 in excess thereofprincipal amount at maturity) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Additional Interest, if any, on the Notes repurchased, thereon to the date of purchase repurchase (or if such Change of Control Offer is prior to the Full Accretion Date, 101% of the Accreted Value thereof on the date of repurchase, plus accrued and unpaid Additional Interest, if any, thereon to the date of repurchase) (the “"Change of Control Payment”"). Within 30 90 days following any Change of Control, the Company will, or will deliver cause the Trustee to, mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrete and accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrete or accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Indenture relating to a Change of Control Offer, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.7 Indenture by virtue of such compliance. (b) thereof. On the Change of Control Payment Date, the Company will, to the extent lawful: (1) 8) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (29) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (310) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount at maturity of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes that properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount at maturity of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything . Prior to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance complying with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e)4.14, except to increase the percentage required to waive compliance by but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Indebtedness of its Subsidiaries or obtain the covenants referenced hererequisite consents, providedif any, however, that this clause shall not be deemed under all agreements governing outstanding Indebtedness of its Subsidiaries to require permit the consent repurchase of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Notes required by this Section 4.7(e)4.14.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 100,000 or an integral multiple of $1,000 5,000 in excess thereofof $100,000) of that each Holder’s Notes 's Series 2002A Bonds at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Intereston the Series 0000X Xxxxx xxxxxxxxxxx, if any, on the Notes repurchased, to the date of purchase (the “"Change of Control Payment”"). Within 30 thirty days following any Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes Series 2002A Bonds tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall date will be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest[Reserved]; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date[Reserved]; (5) that Holders electing to have any Notes Series 2002A Bonds purchased pursuant to a Change of Control Offer will shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached Series 2002A Bonds to the Notes completed, or transfer by book-entry transfer, to the Paying Agent paying agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent such paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Series 2002A Bonds delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes Series 2002A Bonds purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof[Reserved]. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to Series 2002A Bonds as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 of this Section 4.7Guarantee Agreement, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such complianceconflict. (b) On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all Notes Series 2002A Bonds or portions of Notes Series 2002A Bonds properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Notes Series 2002A Bonds or portions of Notes Series 2002A Bonds properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes Series 2002A Bonds properly accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes Series 2002A Bonds or portions of Notes Series 2002A Bonds being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will 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 4.7 4.15 hereof and purchases all Notes Series 2002A Bonds properly tendered and not validly withdrawn under the Change of Control Offer. Offer or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Indenture unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; or if PIK. Interest is paid, a minimum of $1.00 and integral multiples of $1.00) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:Within (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes properly tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not properly tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-book entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second fifth Business Day preceding the Change of Control Payment Date, a telegramfacsimile transmission, telex, facsimile transmission electronic image scan or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; provided, however, that if PIK. Interest is paid, the principal amount of such unpurchased portion may equal a minimum of $1.00 or an integral multiple of $1.00; and (8) the other instructions, as determined by the Company, consistent with this Section 4.15, that a Holder must follow. (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The 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 pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case within five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce notify the Holders of the Notes of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.01, the Company will be required to offer to repurchase from each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof; provided that any unpurchased portion of a Note must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Special Interestadditional interest, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) Within 30 days following any Change of Control, unless the Company has exercised its right to redeem the Notes as described under Section 3.01, by giving notice of such redemption to the Holders, the Company will transmit a notice (the “Change of Control Offer”) to each Holder, with a copy to the Trustee, stating: (i) that a Change of Control has occurred and that the Company is offering to purchase the Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of holders of record on a Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, repurchase date (which shall be no earlier than 30 days and no nor later than 60 days from the date of such Change of Control notice is transmitted) (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7iii) the procedures determined by the Company, consistent with this Indenture, that Holders whose Notes are being purchased only a Holder must follow in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed order to have breached its obligations under this Section 4.7 by virtue of such complianceNotes repurchased. (bc) On the Change of Control Payment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of Notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent for the Notes an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly so tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. . (d) The Paying Agent will promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after . (e) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and additional interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on the Regular Record Date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer. (cf) Notwithstanding anything to the contrary in this Section 4.7, the The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not validly withdrawn under the Change of Control Offer. (dg) Notwithstanding anything to the contrary in this Section 4.7, a A Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (eh) The Company maywill comply, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waivedapplicable, and, until such waiver shall become effective, with the obligations requirements of Section 14(e) of the Company Exchange Act and any other securities laws or regulations in connection with the duties repurchase of Notes pursuant to this Section 5.12. To the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.7(e)Indenture, except to increase the percentage required to waive compliance by the Company of will comply with the covenants referenced here, provided, however, that this clause shall not applicable securities laws and regulations and will be deemed not to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes have breached its obligations described in this Section 4.7(e)Indenture by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of Control occurs, unless the occurrence Company has given notice to redeem all of a the outstanding Notes pursuant to Section 3.03 and Section 3.07 or 3.09, the Company shall, within 30 days following such Change of Control, each Holder of Notes will have the right to require the Company to make an offer to purchase all of the outstanding Notes (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of such outstanding Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, to (but excluding) the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the date of purchase). Within 30 days following any The Company shall mail a notice of such Change of Control, the Company will deliver a notice Control Offer to each Holder and or otherwise give notice in accordance with the Trustee describing applicable procedures of DTC, with a copy to each of the transaction or transactions that constitute the Change of Control and Trustees, stating: (1) that the a Change of Control Offer is being made pursuant to this Section 4.7 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for paymentpurchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest on an Interest Payment Date); (2) the purchase price and the purchase date, date (which shall be no earlier than 30 days and no nor later than 60 days from the date of such Change of Control notice is mailed) (the “Change of Control Payment Date”); (3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders electing to have any Notes a Note purchased pursuant to a Change of Control Offer will shall be required to (i) surrender the Notessuch Note, with the form entitled “Option of Holder to Elect Purchase” attached to on the Notes reverse of such Note completed, or (ii) transfer such Note by book-entry transfer, in either case, to the Company, the Depositary, if applicable, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that if the Company, the Depositary, the U.S. Trustee or the Paying Agent receivesAgent, as the case may be, receives at the address specified in the notice, not later than the close of business on the second Business Day preceding expiration of the Change of Control Payment DateOffer, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that Holders whose Notes are being purchased only in part if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof); and (8) any other instructions, as determined by the Company consistent with this Section 4.14, that a Holder must follow. The Company will comply with notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the requirements Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of Rule 14e-1 under any Note designated for redemption in whole or in part shall not affect the Exchange Act and validity of the proceedings for the redemption of any other securities laws Note. On and regulations thereunder after the redemption date, interest ceases to the extent those laws and regulations are applicable in connection with the repurchase accrue on Notes or portions of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliancecalled for redemption. (b) On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly (in integral multiples of $1,000) validly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedso accepted for payment; and (3) deliver or cause to be delivered to the U.S. Trustee for cancellation the Notes properly so accepted for payment together with an Officers’ Officer’s Certificate to the Trustees stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Company in accordance with the terms of this Section 4.14. (c) The Paying Agent will shall promptly deliver pay to each Holder of Notes properly tendered so accepted for payment the Change of Control Payment for such Notes, and the Trustee will U.S. Trustee, upon receipt of an authentication order from the Company shall promptly authenticate and mail or deliver (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 new Note issued for surrendered but unpurchased Notes will shall be in a principal amount of $2,000 or an integral multiple multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after . (d) If the Change of Control Payment Date is on or after the relevant Record Date and on or before the related Interest Payment Date. (c) Notwithstanding anything , the accrued and unpaid interest, if any, shall be paid on such Interest Payment Date to the contrary Person in this Section 4.7, whose name the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, Note is registered at the times close of business on such Record Date, and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all no additional interest shall be payable to Holders whose Notes properly are tendered and not validly withdrawn under pursuant to the Change of Control Offer. (de) Notwithstanding anything to the contrary in this Section 4.7herein, a Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (ef) The Company mayshall not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase all of the outstanding Notes in the manner, at the times and otherwise in compliance with respect to the Notes, omit in any particular instance to comply with any term, provision or condition requirements set forth in this Section 4.74.14 applicable to a Change of Control Offer and such third party purchases all Notes validly tendered and not validly withdrawn pursuant to such offer to purchase. (g) The Company shall comply with all applicable securities laws and regulations, if before including, without limitation, Canadian Securities Legislation and the time for such compliance requirements of Rule 14e-1 under the Holders of at least a majority in principal amount of the outstanding Notes shall, by Exchange Act of such Holders, either waive such compliance in such instance and any other securities laws or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except regulations thereunder to the extent so expressly waived, and, until such waiver shall become effective, those laws and regulations are applicable in connection with the obligations repurchase of Notes pursuant to a Change of Control Offer. To the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 4.7(e)Indenture, except to increase the percentage required to waive compliance by the Company of shall comply with the covenants referenced here, provided, however, that this clause shall applicable securities laws and regulations and will not be deemed to require have breached its obligations under this Indenture by virtue of the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes conflict. (h) Other than as specifically provided in this Section 4.7(e)4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.05 and 3.06.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Triggering Event, unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes of such series as described under Section 3.07 or 3.08, as applicable, the Issuer will be required to offer to (a “Change of Control Offer”), and each Holder of such series of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to Issuer to, repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that Holder’s Notes of such series pursuant to a Change of Control Offer at a purchase price in cash equal to 101% of the aggregate principal amount of such series of Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedof such series repurchased (the “Change of Control Payment”), to to, but excluding, the date of purchase (the “Change of Control PaymentPayment Date”), subject to the right of Holders of record of such series of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Change of Control Payment Date. Within 30 days following any Change of ControlControl Triggering Event, unless the Issuer has previously or concurrently exercised its right to redeem all of the Notes of such series as described under Section 3.07 or 3.08, as applicable, the Company Issuer will deliver send a notice to each Holder of Notes of such series and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days 20 Business Days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”)notice is sent; (3) that any Note not tendered will continue to accrue interest, if any; (4) that, unless the Company defaults Issuer Defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest interest, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, electronic or facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his or her election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will Issuer shall comply with the requirements of Rule 14e-1 14e-l 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 pursuant to of a series as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.74.15, the Company will Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.7 Indenture by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Offer, the Issuer shall, to the extent lawful, accept for payment all Notes of a series or portions of Notes of such series properly tendered and not withdrawn pursuant to the Change of Control Offer. Promptly thereafter on or before the Change of Control Payment Date, the Company Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased repurchased by the CompanyIssuer. The On the Change of Control Payment Date, the Paying Agent will shall promptly deliver mail to each Holder of Notes of such series properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes of such series are then in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased unrepurchased portion of the Notes surrendered, if any; provided provided, however, that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereofof $2,000. The Company 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. The provisions described in this Section 4.15 that require the Issuer to make a Change of Control Offer following a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable. Except as described in this Section 4.15 with respect to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Holders of the Notes of such series to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (a) 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer or (b) in connection with, or in contemplation of any publicly announced Change of Control, the Issuer has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. (d) In the event that upon consummation of a Change of Control Offer or Alternate Offer less than 10% in aggregate principal amount of the Notes of any series (including Additional Notes, if any) that were originally issued are held by Holders other than the Issuer or its Affiliates, the Issuer will have the right, upon not less than ten nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in this Section 4.15, to redeem all of the Notes of such series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes of such series that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders of record of Notes of such series on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (e) Notwithstanding anything to the contrary contained in this Section 4.7Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditional Control Triggering Event and conditioned upon the consummation of such Change of Control, Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 3.09 or 4.14 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.7 4.14 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the 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 4.14. (c) Notwithstanding anything to the contrary in this Section 4.74.14, the Company 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 4.7 4.14 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 4.10 or 4.15 of this Section 4.7Indenture, or compliance with the provisions of Sections 4.10 or 4.15 of this Indenture would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.10 or this Section 4.7 4.15 by virtue of such compliance. (b) On or before the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) . Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and Section 4.10 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase 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 Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (d1) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to make repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to but not including, the date of purchase (the “Change of Control Payment”). , subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) Within 30 ten days following any Change of Control, the Company will deliver mail a notice to the Trustees and each Holder and the Trustee Holder: (1) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for paymentControl; (2) stating the purchase price and the purchase repurchase date, which shall date will be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that the Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (4) that any Note not tendered will continue to accrue interest; (45) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at in accordance with the address specified provisions, and within the timeframe, set forth in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Datenotice; (67) that Holders will be entitled to withdraw their election if they properly deliver to the Paying Agent receives, not later than a withdrawal instruction in accordance with the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchaseprocedures, and a statement that such Holder is withdrawing his election to have within the Notes purchased; andtimeframe, specified in the notice; (7) 8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofof $2,000; and (9) stating any conditions to the Company’s Change of Control Offer. 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 pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.74.16, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.7 4.16 by virtue of such compliance. (bc) On or before the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount in immediately available funds equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee Trustees the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee Trustees will promptly authenticate and mail send (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 issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.74.16, the Company will 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 4.7 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.07, unless and until there is a default in payment of the applicable redemption price. (de) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (ef) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority in not less than 90% of the aggregate principal amount of the outstanding Notes shall, accept a Change of Control Offer and the Company (or a third party making the Change of Control Offer as provided above) purchases all of the Notes held by Act of such Holders, either waive the Company will have the right, upon not less than 10 nor more than 60 days’ notice, given not more than 10 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such compliance in such instance or generally waive compliance with such termpurchase at a redemption price equal to the Change of Control Payment plus, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waivednot included in the Change of Control Payment, andaccrued and unpaid interest on the Notes that remain outstanding, until such waiver shall become effectiveto, but not including, the obligations date of redemption (subject to the Company and right of Holders of record on the duties relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(eredemption).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, to if any, to, but excluding, the date of purchase purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;. (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 1,000. Prior to complying with any of the provisions of 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 will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. Offer or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, Liquidated Damages on the Notes repurchased, if any, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver must send, by first class mail, a notice to each Holder and Holder, with a copy to the Trustee Trustee, describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no nor later than 60 45 days from the date of such Change of Control notice is mailed, other than as may be required by law (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple thereof. Prior to the mailing of $1,000 the notice described in excess thereofparagraph (a) above, but in any event within 30 days following a Change of Control, the Company will either repay in full and terminate all commitments under Credit Facilities and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under Credit Facilities and all other such Senior Debt and to repay the Indebtedness owed to each lender or holder of Senior Debt which has accepted such offer; or obtain the requisite consents under all Credit Facilities and all other Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase the Notes as provided below and the Company's failure to comply with the covenant describe in the immediately preceding sentence shall constitute an Event of Default described in clause (3) and not in clause (2) under Section 6.01. 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 pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.7 4.15 by virtue of such complianceconflict. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to if any, to, but not including, the date of purchase purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 10 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall will be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission transmission, email or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have the such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Upon receipt of the Change of Control Payment and Officers’ Certificate described above, the Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. Offer or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that 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 of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the a Change of Control Offer is being made pursuant to this Section 4.7 and SECTION 4.15 and, to the extent lawful, that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for paymentpayment by the Company; (2) the purchase price and the purchase date, which shall will be no earlier than 30 days and no nor later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not properly tendered or accepted for payment will remain outstanding and continue to accrue interestinterest in accordance with the terms hereof; (4) that, that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of such Notes completed, or transfer by book-book entry transfer, transfer to the Paying Agent Company or to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third at least three Business Day Days preceding the Change of Control Payment Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Paying Agent Company to purchase such Notes; PROVIDED that the paying agent receives, not later than the close of business on the second Business Day preceding 30th day following the date of the Change of Control Payment Datenotice, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that if the Company is redeeming less than all of the Notes, the Holders whose of the remaining Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered, which . The unpurchased portion must of the Notes shall be equal to $2,000 in principal amount 1,000 or an integral multiple thereof or transferred by book-entry transfer; and (8) the other instructions, as determined by the Company, consistent with this SECTION 4.15, that a Holder must follow. (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder's failure to receive such notice or such defect shall not affect the validity of $1,000 in excess thereof. the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (b) 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 such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.7the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.7 Indenture by virtue of such compliance. (bc) On the Change of Control Payment Date, the Company willshall, to the extent lawful:, (1) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer;, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; , and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted and not withdrawn together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided PROVIDED that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.7, the The Company 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 4.7 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, (2) notice of redemption has been given pursuant to this Indenture as described above under SECTION 3.03 unless and until there is a default in payment of the applicable redemption price, or (3) if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an "Alternate Offer") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not validly withdrawn under in accordance with the Change terms of Control such Alternate Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a . A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs and is accompanied by a Rating Decline (together, a “Change of Control Triggering Event”), each Holder holder of the Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof, provided that the unpurchased portion of any Notes must be in a minimum denomination of $2,000) of that Holdersuch holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on to the date of purchase. (b) Within 30 days following any Change of Control Triggering Event, the Company will mail a notice (the “Change of Control Offer”) to each holder of Notes repurchasedwith a copy to the Trustee stating: (i) that a Change of Control Triggering Event has occurred and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, repurchase date (which shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed and which may be up to five days after the expiration of such the Change of Control Offer) (the “Change of Control Payment Date”);; and (3iii) the procedures determined by the Company, consistent with the Indenture, that any Note not tendered will continue a holder must follow in order to accrue interest;have its Notes repurchased. (4c) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after On the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender Date the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transferCompany will, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;extent lawful: (6i) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close accept for payment all Notes or portions thereof (in integral multiples of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount 1,000 or an integral multiple of $1,000 in excess thereof. ; provided that the unpurchased portion of any Note must be in a minimum denomination of $2,000) properly tendered and not withdrawn under the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or otherwise deliver to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (e) 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.01 by virtue of such compliance. (b) On . If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, accrued and unpaid interest, if any, will be paid to the Person in whose name such Note is registered at the close of business on such Record Date, the Company will, and no additional interest will be payable to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn holders who tender pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 herein and purchases all Notes properly validly tendered and not validly withdrawn under the such Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, subject to the rights of Holders on the relevant record date of purchase to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”); provided, that the Company will not be obligated to repurchase Notes in the event that it exercises its right to redeem all of the Notes as described in Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1i) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3iii) that any Note not tendered will continue to accrue interest; (4iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.7 4.15 by virtue of such complianceconflict. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1i) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and (3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will promptly deliver mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof). If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, accrued and unpaid interest, if any, will be paid to the Holder in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer. (c) Prior to repurchasing any Notes pursuant to the provisions of this Section 4.15, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all the agreements governing outstanding Senior Debt to permit the repurchase of the Notes required by this Section 4.15. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) . The Company will not be obligated to make a Change of Control Offer if a notice of redemption has been given pursuant to the terms of this Indenture as described in Section 3.07 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary in this Section 4.7herein, a Change of Control Offer may be made commenced by the Company or a third party in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 hereof , the Company will make an offer to purchase all of the Notes (a the “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, to but excluding the date of purchase (repurchase, subject to the “Change right of Control Payment”)Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a notice copy to the Trustee, to each Holder and of Notes at the Trustee address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, as applicable, and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliancethereof. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.15. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, (2) notice of redemption has been given pursuant to Section 3.07 hereof and, in the event that such redemption is subject to one or more conditions precedent, such conditions have been satisfied or waived or (3) in the event that, upon the consummation of such Change of Control, the Company defeases or discharges the Notes as provided for under Articles 8 or 12 hereof, as applicable. (d) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (e) The Company may, with respect to the Notes, omit If holders of not less than 90% in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the outstanding Notes shallvalidly tender and do not withdraw such Notes in a Change of Control Offer and the Company, by Act or any third party making a Change of such Holders, either waive such compliance Control Offer in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations lieu of the Company and the duties as described above, purchases all of the Trustee Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent cash equal to 101% of the Holder principal amount thereof plus accrued and unpaid interest to but excluding the date of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)redemption.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder Holders of 6 ⅞% Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 6 ⅞% Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 6 ⅞% Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the 6 ⅞% Notes repurchased, repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to such date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 10.16 and that all 6 ⅞% Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any 6 ⅞% Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all 6 ⅞% Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any 6 ⅞% Notes purchased pursuant to a Change of Control Offer will be required to surrender the 6 ⅞% Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the 6 ⅞% Notes completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Company, the depositary or Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of 6 ⅞% Notes delivered for purchase, and a statement that such Holder is withdrawing his its election to have the 6 ⅞% Notes purchased; and (7) that Holders whose 6 ⅞% Notes are being purchased only in part will be issued new 6 ⅞% Notes equal in principal amount to the unpurchased portion of the 6 ⅞% Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 6 ⅞% Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.710.16 (or compliance with this Section 10.16 would constitute a violation of any such laws or regulations), the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 10.16 by virtue of such compliance. (b) On No later than 11:00 a.m., New York City time, on the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all 6 ⅞% Notes or portions of 6 ⅞% Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the depositary or Paying Agent Agent, as the case may be, an amount equal to the Change of Control Payment in respect of all 6 ⅞% Notes or portions of 6 ⅞% Notes properly tenderedtendered and not properly withdrawn; and (3) deliver or cause to be delivered to the Trustee the 6 ⅞% Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of 6 ⅞% Notes or portions of 6 ⅞% Notes being purchased by the Company. The Company, the depositary or the Paying Agent Agent, as the case may be, will promptly (but in any case not later than five days after the Change of Control Payment Date) mail or deliver to each Holder of 6 ⅞% Notes properly tendered and accepted by the Company for purchase the Change of Control Payment for such 6 ⅞% Notes, and the Trustee Company will promptly issue, and the Trustee, upon written request from the Company, will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new 6 ⅞% Note equal in principal amount to any unpurchased portion of the 6 ⅞% Notes surrendered, if any; provided that each such new 6 ⅞% Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.710.16, the Company 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 4.7 10.16 of this Indenture and purchases all 6 ⅞% Notes properly tendered and not validly withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 11.4 of this Indenture, unless and until there is a default in payment of the applicable Redemption Price. (d) Notwithstanding anything Prior to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, complying with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e)10.16, except to increase but in any event no later than the percentage required to waive compliance by Change of Control Purchase Date, the Company (or any Guarantor) must either repay all of its other outstanding senior Indebtedness or obtain the covenants referenced hererequisite consents, providedif any, however, that this clause shall not be deemed under all agreements governing such senior Indebtedness to require the consent extent necessary to permit the repurchase of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in 6 ⅞% Notes required by this Section 4.7(e)10.16.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect effect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof1,000. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 3.10 or 4.15 hereof, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Section 3.10 hereof or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase datePurchase Date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to denominations of $2,000 in principal amount or an integral multiple multiples of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.03 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, repurchased to the date of purchase (repurchase, the “"Change of Control Payment”"). Within 30 75 days following any Change of Control, the Company will deliver or will cause the Trustee to mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes that properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.15. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Control, if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the Accreted Value of Notes repurchased to the date of purchase (if prior to May 15, 2005), or 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special InterestLiquidated Damages thereon, if any, on the Notes repurchased, to the date of purchase (if on or after May 15, 2005) (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; interest or accrete, as applicable; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue or accrete, as applicable, interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount (or, if prior to May 15, 2005, Accreted Value) to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple of $1,000 in excess thereof. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such complianceControl. (b) On the Change of Control Payment Date, the Company willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount (or, if prior to May 15, 2005, Accreted Value) of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will shall be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Hxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes the Issuer will have the right to require the Company to make an offer (a “Change of Control Offer”) to each Holder 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will deliver mail (or, in the case of Global Notes, transmit in accordance with the procedures of the Depositary) a notice to each Holder with a copy to the Trustee, the Paying Agent and the Trustee Registrar describing the transaction or transactions that constitutes or constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing his its election to have the such Notes purchasedrepurchased; and (7) that Holders whose Notes are being purchased repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrenderedsurrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to a minimum denomination of $2,000 in principal amount or an integral multiple multiples of $1,000 in excess thereof. The Company Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly validly tendered and not validly properly withdrawn pursuant to the Change of Control OfferOffer in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that if following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $2,000, then the portion of the 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 by 10:00 a.m. New York City time with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered and not properly tenderedwithdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted for payment together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Issuer. (c) The Paying Agent will promptly mail or deliver to each tendering Holder of Notes properly tendered an amount equal to the Change of Control Payment for such NotesNotes validly tendered and not properly withdrawn by such Holder and accepted for payment by the Issuer, and the Trustee Issuer will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, will authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a such new Note equal to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate and mail or deliver such Note, and the Trustee shall be fully protected in relying upon the Authentication Order) in a principal amount equal to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount minimum denominations of $2,000 or an and integral multiple multiples 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 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. (cd) The provisions described above 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. (e) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. Offer or (d2) notice of redemption for all outstanding Notes has been given pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (ef) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority not less than 90% in aggregate principal amount of the then outstanding Notes shall, accept a Change of Control Offer and the Issuer (or any third party making such Change of Control Offer in lieu of the Issuer as described above) purchases all of the Notes held by Act of such Holders, either waive the Issues will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such compliance in such instance or generally waive compliance with such termpurchase at a redemption price equal to the Change of Control Payment, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except plus to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes included in the references Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to “the Trustee” and concomitant changes in this Section 4.7(e)date of purchase, subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, to if any, to, but excluding, the date of purchase purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;. (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date1,000. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. Offer or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “”Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased (plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, repurchased to the date of purchase purchase), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. . (b) 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 pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, or compliance with the provisions of this Section 4.15 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (bc) On or before the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. . (d) The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (ce) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to make repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of such Holder’s Notes pursuant to a change of control offer (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to but not including, the date of purchase (the “Change of Control Payment”). , subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) Within 30 ten (10) days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee and each Holder: (1) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for paymentControl; (2) stating the purchase price and the purchase repurchase date, which shall date will be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that the Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (4) that any Note not tendered will continue to accrue interest; (45) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at in accordance with the address specified provisions, and within the timeframe, set forth in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Datenotice; (67) that Holders will be entitled to withdraw their election if they properly deliver to the Paying Agent receives, not later than a withdrawal instruction in accordance with the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchaseprocedures, and a statement that such Holder is withdrawing his election to have within the Notes purchased; andtimeframe, specified in the notice; (7) 8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofof $2,000; and (9) stating any conditions to the Company’s Change of Control Offer. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.74.16, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.7 4.16 by virtue of such compliance.. lawful: (bc) On or before the Change of Control Payment Date, the Company willshall, to the extent lawful:extent (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount in immediately available funds equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail send (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 issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.74.16, the Company will 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 4.7 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture in respect of a redemption of all the Notes pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. (de) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (ef) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority in not less than 90% of the aggregate principal amount of the outstanding Notes shall, accept a Change of Control Offer and the Company (or a third party making the Change of Control Offer as provided above) purchases all of the Notes held by Act of such Holders, either waive the Company will have the right, upon not less than 30 nor more than 60 days’ notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such compliance in such instance or generally waive compliance with such termpurchase at a redemption price equal to the Change of Control Payment plus, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waivednot included in the Change of Control Payment, andaccrued and unpaid interest on the Notes that remain outstanding, until such waiver shall become effectiveto, but not including, the obligations date of redemption (subject to the Company and right of Holders of record on the duties relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(eredemption).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right right, except as provided below, to require the Company to make an offer (a “Change of Control Offer”) 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 at pursuant to an offer (“Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a purchase price in cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, repurchased to the date of purchase (the “Change of Control PaymentPurchase Date”), 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 Company will deliver send a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateChange of Control Purchase Date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”)notice is sent; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Purchase Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile letter or electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.14, or compliance with the provisions of this Section 4.14 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.14 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date: (21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereofof $2,000. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Purchase Date, unless the Company defaults in making the Change of Control Payment. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (c) Notwithstanding anything any provision to the contrary in this Section 4.7contrary, the Company will 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 time and otherwise in compliance with the requirements set forth in this Section 4.7 4.14(a) hereof applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , (d2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer or Alternate Offer is made. (ed) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority not less than 90% in aggregate principal amount of the outstanding Notes shall, accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described in Section 4.14(c) hereof) purchases all of the Notes held by Act of such Holders, either waive such compliance the Company will have the right set forth in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend Section 3.07(c) to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations redeem all of the Company and the duties of the Trustee in respect of any such term, provision or condition shall Notes that remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)outstanding.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, unless the Partnership has previously or concurrently exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Partnership will make an offer (a “Change of Control Offer”), and each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to Partnership to, repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that such Holder’s Notes. In the Change of Control Offer, the Partnership will offer a cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of settlement (the “Change of Control 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. Within 30 days following any Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Partnership will send a notice to each Holder of Notes and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and providing the below information: (1) that a Change of Control Offer is being made pursuant to this Section 4.11, the expiration time for such Change of Control Offer (which shall be no earlier than 15 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of the Depositary) and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for repurchase by the Partnership at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controlbut excluding, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: Settlement Date (1) that subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Offer is being made Settlement Date) pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment4.11(d) below; (2) the purchase price and the purchase date, date (which shall be no earlier than 30 days and no later than 60 days from five Business Days after the date of such Change of Control (the “Change of Control Payment Date”Offer expires); (3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interestinterest (subject to clause (7) below); (4) that, unless the Company Partnership defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Settlement Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the such Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Settlement Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Partnership to purchase such Notes; provided that the Paying Agent receivesreceives at the address specified in the notice, not later than the close expiration time of business on the second Business Day preceding the such Change of Control Payment DateOffer, a telegram, telexan electronic transmission, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that Holders whose Notes are being purchased only in part that, if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof); and (8) the other procedures, as determined by the Partnership, consistent with this Section 4.11 that a Holder must follow. The Company notice, if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed or otherwise delivered in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (b) Promptly following the expiration of the Change of Control Offer, the Partnership will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer. Promptly thereafter on or before the Change of Control Settlement Date, the Partnership will: (1) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the Partnership. (c) On the Change of Control Settlement Date, the Paying Agent will mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository), and the Trustee will authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Partnership will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. (d) If the Change of Control Settlement Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Settlement Date will be paid on the Change of Control Settlement Date to the Person in whose name a Note is registered at the close of business on such Record Date. (e) Prior to making a Change of Control Payment, and as a condition to such payment, (1) the requisite lenders or holders of Debt 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 Payment or (2) the Partnership will repay all outstanding Debt incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Partnership will offer to repay all such Debt, make payment to the lenders or holders of such Debt 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 Debt. The Partnership covenants to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a default of the Change of Control provisions of this Indenture if the Partnership fails to comply with such covenant. (f) The Partnership will 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 time and otherwise in compliance with the requirements set forth in this Section 4.11 applicable to a Change of Control Offer made by the Partnership and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) in connection with, or in contemplation of any publicly announced Change of Control, the Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the consummation of such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (g) In the event that upon consummation of a Change of Control Offer or Alternate Offer less than 10% in aggregate principal amount of the Notes (including Additional Notes, if any) that were originally issued are held by Holders other than the Partnership or its Affiliates, the Partnership will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in this Section 4.11, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date). (h) The Partnership 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.7Indenture, the Company Partnership will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.7 Indenture by virtue of such compliance. (bi) On the Change of Control Payment DateOther than as specifically provided in this Section 4.11, the Company will, any purchase pursuant to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn this Section 4.11 shall be made pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e)Sections 3.02, except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” 3.05 and concomitant changes in this Section 4.7(e)3.06.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, unless the Issuer has exercised its right to redeem all of the Notes pursuant to Sections 3.03, 3.07 or 3.08, each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) Issuer to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of that such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) Within 30 days following any Change of Control, unless the Issuer has exercised its right to redeem all of the Notes repurchasedpursuant to Sections 3.03, 3.07 or 3.08, the Issuer will give notice (the “Change of Control Offer”) to each Holder, with a copy to the Trustee, stating: (1) that a Change of Control has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the Change of Control Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment); (2) the purchase price and the purchase repurchase date, which shall be no earlier than 30 days and no nor later than 60 days from the date of such Change of Control notice is first given (the “Change of Control Payment Date”); (3) that Notes must be tendered in multiples of €1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of such Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Issuer to purchase such Notes; provided that the Paying Agent receivesreceives at the address specified in the notice, not later than the close of business on the second third Business Day preceding the Change of Control Payment DateDate a notice, a telegram, telex, a facsimile transmission or a letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that Holders whose Notes are being purchased only in part if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion of the Notes must be equal to $2,000 in principal amount €100,000 or an integral multiple of $€1,000 in excess thereof); and (8) the other instructions, as the procedures determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased. The Company will comply with notice, if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the requirements Holder receives such notice. If (A) the notice is mailed or otherwise delivered in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to proceedings for the extent those laws and regulations are applicable in connection with the repurchase purchase of the Notes pursuant as to a Change of Control Offer. To the extent all other Holders that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of properly received such compliancenotice without defect. (bc) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (in integral multiples of €1,000) properly tendered and not validly withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than €100,000, 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 €100,000; (2) deposit with the a Paying Agent selected by the Issuer for such Change of Control Offer an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Issuer in accordance with this Section 4.14. (d) A Change of Control Offer may be made in advance of a Change of Control, conditioned upon consummation of the Change of Control, if a definitive agreement is in effect at the time of making such Change of Control Offer that, when consummated in accordance with its terms, will result in a Change of Control, provided that such Change of Control Offer complies with all applicable securities laws or regulations. (e) The Paying Agent selected by the Issuer for such Change of Control Offer will promptly mail or otherwise deliver to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 €100,000 or an integral multiple multiples of $€1,000 in excess thereof. The Company will publicly announce the results of . (f) If the Change of Control Offer Payment Date is on or as soon as practicable after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date, if any, 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, and no additional interest will be payable to Holders on Notes tendered or purchased pursuant to the Change of Control Offer. (cg) Notwithstanding anything to the contrary in this Section 4.7, the Company The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything 4.14 applicable to the contrary in this Section 4.7, a Change of Control Offer may be made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer; or (ii) notice of redemption to redeem the Notes in advance full has been given pursuant to this Indenture as described in Sections 3.07 or 3.08, unless and until there is a default in the payment of the applicable redemption price. (h) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations, in each case to the extent applicable in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, conditional upon such Change the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue of Controlthe conflict. (i) If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of the Irish Stock Exchange so require, if the Issuer will file a definitive agreement is in place for notice relating to the Change of Control at the time of the making of Offer as soon as reasonably practicable after the Change of Control OfferPayment Date with the Companies Announcement Office of the Irish Stock Exchange . Such notice shall state the aggregate principal amount of Notes repurchased by the Issuer (or, if applicable, a third party) pursuant to the applicable Change of Control Offer and the aggregate principal amount of Notes outstanding after giving effect to such repurchase. (ej) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth Other than as specifically provided in this Section 4.74.14, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver any purchase pursuant to this Section 4.14 shall extend be made pursuant to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(eSections 3.02(b), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” 3.05 and concomitant changes in this Section 4.7(e)3.06.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s 's Notes at pursuant to a purchase price Change of Control Offer in accordance with this Indenture (a "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment (such payment, a "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Additional Interest, if any, on the Notes repurchased, repurchased to the date of purchase (purchase, subject to the “Change rights of Control Payment”)Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 No later than 45 days following any Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice (the "Change of Control Payment Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an a $1,000 integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interestthereon, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver shall mail a notice to each Holder and (with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and Trustee) stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); ; (3) that any Note not promptly tendered will continue to accrue interest; ; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. The Company shall comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such conflict. (eb) 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 properly tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Company may, with respect Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for the Notes, omit in any particular instance and the Trustee shall promptly authenticate and deliver (or cause to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least be transferred by book entry) to each Holder a majority new Note equal in principal amount to any unpurchased portion of the outstanding Notes shallsurrendered by such Holder, by Act if any; provided that each such new Note shall be in a principal amount of such Holders, either waive such compliance $2,000 or an integral multiple of $1,000 in such instance or generally waive compliance excess thereof. Prior to complying with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e)4.15, except but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Secured Debt or obtain the requisite consents, if any, under all agreements governing outstanding Secured Debt to increase permit the percentage 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. (c) Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to waive make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been thereafter given pursuant to Article 3 hereof and the covenants referenced here, provided, however, that this clause shall not be deemed to require Notes are redeemed in accordance with the consent terms of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)such notice.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder 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 at pursuant to a purchase price Change of Control Offer on the terms set forth in this Indenture (including, but not limited to, this Section 4.15 and Article 3 hereof). In the Change of Control Offer, the Company will offer to make a cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, repurchased to the date of purchase (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders of the Notes 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 Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, electronic or facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On Promptly following the expiration of the Change of Control Payment DateOffer, the Company will, to the extent lawful: (1) , accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer;. Promptly after such acceptance, the Company will, on the Change of Control Purchase Date: (21) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (32) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control 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 will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce to the Holders of Notes the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control OfferOffer or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (d) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. In such a case, the related notice shall describe such condition, and if applicable, shall state that, in the Company’s discretion, the purchase date may be delayed until such time as such condition shall be satisfied (provided that in no event shall such purchase date be delayed to a date later than 60 days after the date on which such notice was mailed), or such purchase may not occur and such notice may be rescinded in the event that such condition shall not have been satisfied by the purchase date, or by the purchase date as so delayed. (e) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority not less than 90% in aggregate principal amount of the outstanding Notes shall, accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held by Act of such Holders, either waive the Company will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such compliance in such instance or generally waive compliance with such termpurchase at a redemption price equal to the Change of Control Payment plus, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes included in the references Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to “the Trustee” and concomitant changes in this Section 4.7(edate of redemption (subject to the rights of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof1,000. 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 pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any 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. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl Triggering Event occurs, unless the Partnership has previously or concurrently exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Partnership will make an offer (a “Change of Control Offer”), and each Holder of Notes will have the right to require the Company to make an offer (a “Change of Control Offer”) to Partnership to, repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that such Holder’s Notes. In the Change of Control Offer, the Partnership will offer a cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but excluding, the date of settlement (the “Change of Control 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. Within 30 days following any Change of Control Triggering Event, unless the Partnership has previously or concurrently exercised its right to redeem all of the Notes pursuant to Sections 3.03 and 3.07, the Partnership will mail a notice to each Holder of Notes and the Trustee describing the transaction or transactions and identification of the ratings decline that together constitute the Change of Control Triggering Event and providing the below information: (1) that a Change of Control Offer is being made pursuant to this Section 4.11, the expiration time for such Change of Control Offer (which shall be no earlier than 15 days nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of the Depositary) and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for repurchase by the Partnership at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Controlbut excluding, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: Settlement Date (1) that subject to the right of Holders of record on the applicable Record Date to receive interest due on the Change of Control Offer is being made Settlement Date) pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment4.11(d) below; (2) the purchase price and the purchase date, date (which shall be no earlier than 30 days and no later than 60 days from five Business Days after the date of such Change of Control (the “Change of Control Payment Date”Offer expires); (3) that Notes must be tendered in integral multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interestinterest (subject to clause (7) below); (4) that, unless the Company Partnership defaults in the payment of the Change of Control Payment, all Notes any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Settlement Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the such Notes completed, or transfer by book-entry transfer, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Settlement Date; (6) that Holders will shall be entitled to withdraw their tendered Notes and their election if to require the Partnership to purchase such Notes; provided that the Paying Agent receivesreceives at the address specified in the notice, not later than the close expiration time of business on the second Business Day preceding the such Change of Control Payment DateOffer, a telegram, telexan electronic transmission, facsimile transmission or letter setting forth the name of the HolderHolder of the Notes, the principal amount of Notes delivered tendered for purchase, purchase and a statement that such Holder is withdrawing his its tendered Notes and its election to have the such Notes purchased; and; (7) that Holders whose Notes are being purchased only in part that, if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which surrendered (the unpurchased portion of the Notes must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof); and (8) the other procedures, as determined by the Partnership, consistent with this Section 4.11 that a Holder must follow. The Company notice, if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed or otherwise delivered in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. (b) Promptly following the expiration of the Change of Control Offer, the Partnership will, to the extent lawful, accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer. Promptly thereafter on or before the Change of Control Settlement Date, the Partnership will: (1) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by the Partnership. (c) On the Change of Control Settlement Date, the Paying Agent will mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository), and the Trustee will authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided, however, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Partnership will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Settlement Date. (d) If the Change of Control Settlement Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Settlement Date will be paid on the Change of Control Settlement Date to the Person in whose name a Note is registered at the close of business on such Record Date. (e) Prior to making a Change of Control Payment, and as a condition to such payment, (1) the requisite lenders or holders of Debt 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 Payment or (2) the Partnership will repay all outstanding Debt incurred or issued under a credit facility, an indenture or other agreement that may be violated by a Change of Control Payment or the Partnership will offer to repay all such Debt, make payment to the lenders or holders of such Debt 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 Debt. The Partnership covenants to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a default of the Change of Control provisions of this Indenture if the Partnership fails to comply with such covenant. (f) The Partnership will 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 time and otherwise in compliance with the requirements set forth in this Section 4.11 applicable to a Change of Control Offer made by the Partnership and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) in connection with, or in contemplation of any publicly announced Change of Control, the Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and have purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the consummation of such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (g) In the event that upon consummation of a Change of Control Offer or Alternate Offer less than 10% in aggregate principal amount of the Notes (including Additional Notes, if any) that were originally issued are held by Holders other than the Partnership or its Affiliates, the Partnership will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described in this Section 4.11, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date). (h) The Partnership 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Section 4.7Indenture, the Company Partnership will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.7 Indenture by virtue of such compliance. (bi) On the Change of Control Payment DateOther than as specifically provided in this Section 4.11, the Company will, any purchase pursuant to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn this Section 4.11 shall be made pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e)Sections 3.02, except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” 3.05 and concomitant changes in this Section 4.7(e)3.06.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “Change of Control Offer”) of payment (a “Change of Control Payment”) to each Holder to repurchase all or any part (equal to $2,000 or an 100,000 and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase repurchase (the “Change of Control Payment”Payment Date,” which date will be no earlier than the date of such Change of Control). Within No later than 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.13 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”)notice is mailed; (3) that any Note not tendered will continue to accrete or accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrete or accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 100,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.13, or compliance with this Section 4.13 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.13 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 100,000 or an integral multiple of $1,000 in excess thereof. . (c) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) If Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest thereon, to the date of redemption. (e) Notwithstanding anything to the contrary in this Section 4.74.13, the Company 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 4.7 4.13 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, 3.03 with respect to the Notesa redemption of Notes pursuant to Section 3.07, omit unless and until there is a default in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount payment of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)applicable redemption price.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes the Issuers will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase each Holder to repurchase, in cash, all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased or portion of Notes validly tendered for payment thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.14 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 15 days and no nor later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company Issuers defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw any election to have their election Notes purchased if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company 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 pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.14 of this Section 4.7Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under Section 3.09 or this Section 4.7 4.14 by virtue of such complianceconflict. (b) On the Change of Control Payment Date, the Company Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to in accordance with the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment for the Notes with the Paying Agent in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by tendered to the CompanyIssuers. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 2,000 in excess thereof. The Company 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. (c) Notwithstanding anything to the contrary in this Section 4.74.14, the Company Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.14 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a A Change of Control Offer may be made in advance of a Change of Control, conditional and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority not less than 90% in aggregate principal amount of the outstanding Notes shallaccept a Change of Control Offer and the Company, or any third party making such Change of Control Offer in lieu of the Company as described above in this Section 4.14, purchases all of the Notes held by Act of such Holders, either waive 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 compliance purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price in such instance or generally waive compliance with such termcash equal to the Change of Control Payment plus, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes included in the references Change of Control Payment, accrued and unpaid interest, if any, on such Notes that remain outstanding, to “the Trustee” and concomitant changes in this Section 4.7(edate of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes the Issuers will have the right to require the Company to make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to if any, to, but excluding, the date of purchase (the “"Change of Control Payment”"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company Issuers will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company 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 pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Sections 4.15, the Company Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes in cash at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of purchase (the “"Change of Control Payment”"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, to the Company, a Depositary, if appointed by the Company, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase (purchase, subject to the “rights of Holders on the relevant record date to receive interest due on the relevant interest payment date the "Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof1,000. 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 pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any 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. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. , or (d2) Notwithstanding anything notice of redemption has been given pursuant to the contrary Section 3.07 hereof, unless and until there is a default in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time payment of the making of the Change of Control Offerapplicable redemption price. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require that the Company purchase all or a portion of such Holder's Notes pursuant to make an the offer described below (a “the "Change of Control Offer”) 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 "), at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued interest (including any interest compounded on the Compounded Value) and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”)purchase. Within 30 days following any the date upon which the Change of ControlControl occurred, the Company will deliver must send, by first class mail, a notice to each Holder and Holder, with a copy to the Trustee describing Trustee, which notice shall govern the transaction or transactions that constitute terms of the Change of Control and statingOffer. Such notice shall state, among other things: (1i) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2ii) the purchase price Change of Control Payment and the purchase date, date (which shall be a Business Day no earlier than 30 days and no nor later than 60 45 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”")); (3iii) that any Note not tendered will continue to accrue interest; (4iv) that, unless the Company defaults in the payment of the Change of Control Payment, all any Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; (5v) that Holders electing accepting the offer to have any their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the Notes reverse of the Note completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day preceding the Change of Control Payment Date; (6vi) that Holders holders will be entitled to withdraw their election acceptance if the Paying Agent receives, not later than the close of business on the second third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Notes delivered for purchase, and a statement that such Holder holder is withdrawing his election to have the such Notes purchased; and; (7vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and ; (viii) any other securities laws and regulations thereunder procedures that a holder must follow to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to accept a Change of Control Offer. To the extent that the provisions of any securities laws Offer or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue effect withdrawal of such complianceacceptance; and (ix) the name and address of the Paying Agent. (b) On the Change of Control Payment Date, the Company willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly deliver mail to each Holder of Notes properly so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will 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 covenants to: (1) repay in full and terminate all commitments under Indebtedness under the Credit Facility and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Credit Facility and all other such Senior Indebtedness and to repay the Indebtedness owed to each lender that has accepted such offer; or (2) obtain the requisite consents under the Credit Facility and all other Senior Indebtedness to permit the repurchase of the Notes as provided below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase Notes pursuant to the provisions described 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 (d) and not in clause (b) under Section 6.01. (c) Notwithstanding anything 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 contrary extent such laws and regulations are applicable in this Section 4.7, connection with the Company will not be required repurchase of Notes pursuant to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to . To the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of that the provisions of any securities laws or regulations conflict with this Section 4.7(e)4.15, except to increase the percentage required to waive compliance by the Company of shall comply with the covenants referenced here, provided, however, that this clause applicable securities laws and regulations and shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in have breached its obligations under this Section 4.7(e)4.15 by virtue thereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the Accreted Value of Notes repurchased to the date of purchase (if prior to April 1, 2008), or 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special InterestLiquidated Damages thereon, if any, on the Notes repurchased, to the date of purchase (if on or after April 1, 2008) (the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: : (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; ; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); ; (3) that any Note not tendered will continue to accrue interest; interest or accrete, as applicable; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue or accrete, as applicable, interest after the Change of Control Payment Date; ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount (or, if prior to April 1, 2008, Accreted Value) to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount at maturity or an integral multiple of $1,000 in excess thereof. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to in connection with a Change of Control Offer. To and it shall not be deemed to be in breach of obligations by the Company under this Section 4.15 to the extent that such Rule 14e-1 under the provisions of Exchange Act and any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable other securities laws and regulations and will not be deemed to have breached its obligations under thereunder conflict with this Section 4.7 by virtue of such compliance4.15. (b) On the Change of Control Payment Date, the Company willshall, to the extent lawful: , (1) accept for payment all Notes or portions of Notes thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer; , (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount (or, if prior to April 1, 2008, Accreted Value) of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly deliver mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will shall be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything Prior to the contrary in complying with provisions of this Section 4.74.15, a Change of Control Offer may be made but in advance of any event within 90 days following a Change of Control, conditional upon such Change the Company shall either repay all outstanding Indebtedness of Controlthe Restricted Subsidiaries or obtain the required consents, if a definitive agreement is in place for the Change of Control at the time any, under all agreements governing outstanding Indebtedness of the making Restricted Subsidiaries to permit the repurchase of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in Notes required by this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)4.15.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have unless the Company has exercised its right to require redeem the Notes as described in Section 3.07 hereof, the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, repurchased to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.15 of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such complianceconflict. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs and is accompanied by a Rating Decline with respect to a series of Notes (together, a “Change of Control Triggering Event”), each Holder registered holder of the Notes of such series will have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof, provided that the unpurchased portion of any Notes must be in a minimum denomination of $2,000) of that Holdersuch holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on to the date of purchase. (b) Within 30 days following any Change of Control Triggering Event, the Company will mail a notice (the “Change of Control Offer”) to each holder of Notes repurchasedof such series with a copy to the Trustee stating: (i) that a Change of Control Triggering Event has occurred with respect to such series of Notes and that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for payment; (2ii) the purchase price and the purchase date, repurchase date (which shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed and which may be up to five days after the expiration of such the Change of Control Offer) (the “Change of Control Payment Date”);; and (3iii) the procedures determined by the Company, consistent with the Indenture, that any Note not tendered will continue a holder must follow in order to accrue interest;have its Notes repurchased. (4c) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after On the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender Date the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transferCompany will, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;extent lawful: (6i) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close accept for payment all Notes or portions thereof (in integral multiples of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount 1,000 or an integral multiple of $1,000 in excess thereof. ; provided that the unpurchased portion of any Note must be in a minimum denomination of $2,000) properly tendered and not withdrawn under the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. (d) The Paying Agent will promptly mail or otherwise deliver to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. (e) 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 pursuant to as a result of a Change of Control OfferTriggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.01 by virtue of such compliance. (b) On . If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, accrued and unpaid interest, if any, will be paid to the Person in whose name such Note is registered at the close of business on such Record Date, the Company will, and no additional interest will be payable to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn holders who tender pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 herein and purchases all Notes properly validly tendered and not validly withdrawn under the such Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company to make repurchase all or any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (a “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to but not including, the date of purchase (the “Change of Control Payment”). , subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) Within 30 ten days following any Change of Control, the Company will deliver mail a notice to the Trustees and each Holder and the Trustee Holder: (1) describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 and that all Notes tendered will be accepted for paymentControl; (2) stating the purchase price and the purchase repurchase date, which shall date will be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that the Change of Control Offer is being made pursuant to this Section 4.16 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (4) that any Note not tendered will continue to accrue interest; (45) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (56) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at in accordance with the address specified provisions, and within the timeframe, set forth in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Datenotice; (67) that Holders will be entitled to withdraw their election if they properly deliver to the Paying Agent receives, not later than a withdrawal instruction in accordance with the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchaseprocedures, and a statement that such Holder is withdrawing his election to have within the Notes purchased; andtimeframe, specified in the notice; (7) 8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofof $2,000; and (9) stating any conditions to the Company’s Change of Control Offer. 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 pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.74.16, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.7 4.16 by virtue of such compliance. (bc) On or before the Change of Control Payment Date, the Company willshall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount in immediately available funds equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee Trustees the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee Trustees will promptly authenticate and mail send (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 issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.74.16, the Company will 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 4.7 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described in Section 3.07, unless and until there is a default in payment of the applicable redemption price. (de) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (ef) The Company may, with respect to In the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority in not less than 90% of the aggregate principal amount of the outstanding Notes shall, accept a Change of Control Offer and the Company (or a third party making the Change of Control Offer as provided above) purchases all of the Notes held by Act of such Holders, either waive the Company will have the right, upon not less than 30 nor more than 60 days’ notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such compliance in such instance or generally waive compliance with such termpurchase at a redemption price equal to the Change of Control Payment plus, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waivednot included in the Change of Control Payment, andaccrued and unpaid interest on the Notes that remain outstanding, until such waiver shall become effectiveto, but not including, the obligations date of redemption (subject to the Company and right of Holders of record on the duties relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(eredemption).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to shall make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchasedthereon, to the date of purchase (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will deliver shall mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: : (1i) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; ; (2ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"); ; (3iii) that any Note not tendered will continue to accrue interest; ; (4iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will shall cease to accrue interest after the Change of Control Payment Date; ; (5v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” attached to " on the reverse of the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; ; (6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) Notwithstanding anything to the contrary in this Section 4.7, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).that

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding Notes as set forth under Section 3.07 hereof , the Company will make an offer to purchase all of the Notes (a the “Change of Control Offer”) 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 at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, to but excluding the date of purchase (repurchase, subject to the “Change right of Control Payment”)Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a notice copy to the Trustee, to each Holder and of Notes at the Trustee address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act Act, as applicable, and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliancethereof. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required by this Section 4.15. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, (2) notice of redemption has been given pursuant to Section 3.07 hereof and, in the event that such redemption is subject to one or more conditions precedent, such conditions have been satisfied or waived or (3) in the event that, upon the consummation of such Change of Control, the Company defeases or discharges the Notes as provided for under Articles 8 or 12 hereof, as applicable. (d) Notwithstanding anything to the contrary in this Section 4.7contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control OfferOffer is made. (e) The Company may, with respect to the Notes, omit If holders of not less than 90% in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the outstanding Notes shallvalidly tender and do not withdraw such Notes in a Change of Control Offer and the Company, by Act or any third party making a Change of such Holders, either waive such compliance Control Offer in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations lieu of the Company and the duties as described above, purchases all of the Trustee Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent cash equal to 101% of the Holder principal amount thereof plus accrued and unpaid interest to but excluding the date of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)redemption.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company Issuer to make an offer repurchase (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000 (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchasedrepurchased to, to but not including, the date of purchase 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 Company Issuer will mail, or deliver electronically, a notice to the Trustee and to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000 (or if a PIK Payment has been made, the unpurchased portion must be equal to $1.00 or an integral multiple of $1.00 in excess thereof. ). (b) The Company Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.14, the Company Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.14 by virtue of such compliance. (bc) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the CompanyIssuer. The Paying Agent will promptly mail, or deliver electronically, to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000 (or if a PIK Payment has been made, in a principal amount of $1.00 and any integral multiple of $1.00 in excess thereof). The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date. (cd) Notwithstanding anything to the contrary in this Section 4.74.14, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon such Change of Control, if a definitive agreement is in place for the Company Change of Control at the time the Change of Control Offer is made, and such Change of Control Offer is otherwise made in compliance with this Section 4.14. (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 4.7 4.14 and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer, or (2) notice of redemption with respect to all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. (df) Notwithstanding anything The provisions described above that require the Issuer to the contrary in this Section 4.7, make a Change of Control Offer may be made in advance of following a Change of Control, conditional upon such Change Control will be applicable regardless of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in whether or not any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the other provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e)Indenture are applicable.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to make repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) 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 at a purchase price in cash (the “Change of Control Payment”) equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interestinterest, if any, on the Notes repurchased, repurchased to the date of purchase settlement (the “Change of Control PaymentPurchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Change of Control Purchase Date. Within 30 days following any Change of Control, the Company will deliver mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control, offering to repurchase the Notes as of the Change of Control Purchase Date and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase dateChange of Control Purchase Date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control (the “Change of Control Payment Date”)notice is mailed; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Purchase Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereofof $2,000. 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 pursuant to as a result of a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.7Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Purchase Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The On the Change of Control Purchase Date, the Paying Agent will promptly deliver mail to each Holder of Notes properly tendered the Change of Control 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 will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided provided, that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereofof $2,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Purchase Date. (c) . Notwithstanding anything to the contrary in this Section 4.74.15, the Company 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 4.7 4.15 and Section 3.09 hereof and purchases all Notes properly validly tendered and not validly withdrawn under such Change of Control Offer, (2) notice of redemption for all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any publicly announced Change of Control, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Offer. (d) Notwithstanding anything to Payment and has purchased all Notes properly tendered in accordance with the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time terms of the making of Alternate Offer. In the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the event that Holders of at least a majority not less than 90% in aggregate principal amount of the outstanding Notes shall, accept a Change of Control Offer or Alternate Offer and the Company (or any third party making such Change of Control Offer or Alternate Offer in lieu of the Company as described above) purchases all of the Notes held by Act of such Holders, either waive the Company will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the Notes that remain outstanding following such compliance in such instance or generally waive compliance with such termpurchase at a redemption price equal to the Change of Control Payment plus, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes included in the references Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to “the Trustee” and concomitant changes in this Section 4.7(edate of redemption (subject to the rights of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special InterestLiquidated Damages, if any, on the Notes repurchased, repurchased to the date of purchase (repurchase, the “"Change of Control Payment”"). Within 30 60 days following any Change of Control, the Company will deliver or will cause the Trustee to mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.7 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control notice is mailed (the “"Change of Control Payment Date”"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “"Option of Holder to Elect Purchase” " attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of a Change of Control Offerin Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.74.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered and not validly withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly deliver mail to each Holder of Notes that properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued for surrendered but unpurchased Notes will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Indebtedness to permit the repurchase of Notes required by this Section 4.15. (c) Notwithstanding anything to the contrary in this Section 4.74.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Control, if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.7 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not validly withdrawn under the Change of Control Offer. (d) Notwithstanding anything to the contrary in this Section 4.7, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. (e) The Company may, with respect to the Notes, omit in any particular instance to comply with any term, provision or condition set forth in this Section 4.7, if before the time for such compliance the Holders of at least a majority in principal amount of the outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. No supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby, modify any of the provisions of this Section 4.7(e), except to increase the percentage required to waive compliance by the Company of the covenants referenced here, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 4.7(e).,