Common use of Offers to Purchase Clause in Contracts

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased only in denominations of $2,000 or integral multiples of US$1,000 in excess of US$2,000 onlythereof; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “"Offer to Purchase”"), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “"Offer Amount”"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sending, by first class mail, with a copy to the Trustee, to each Holder, at such HolderXxxxxx’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 15 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 4.13 or 4.18 hereof4.18, the Company HLI shall be required to commence an Asset Sale a Prepayment Offer or Change of Control Offer (each, an “"Offer to Purchase”"), it shall follow the procedures specified below. (b) The Company HLI shall cause a notice of the Offer to Purchase to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States; and (c) HLI shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 4.13 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute circumstances and relevant facts regarding the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof4.18; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 4.13 or 4.18 hereof (the “"Offer Amount”"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company HLI defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyHLI, a Depositary, if appointed by the CompanyHLI, or a Paying Agent Agent, if any, at the address specified in the notice at least three days before the close of business on the third Business Day before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the CompanyHLI, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Prepayment Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company HLI shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company HLI so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. (cd) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five (5) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company HLI shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (de) On or prior to the Purchase Date, the Company HLI shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Prepayment Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company HLI and that such Notes or portions thereof were accepted for payment by the Company HLI in accordance with the terms of this Section 3.09. (ef) The CompanyHLI, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five (5) Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company HLI for purchase the Purchase Amount for such Notes, and the Company HLI shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered surrendered; provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company HLI to the Holder thereof. The Company HLI shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (fg) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (gh) The Company HLI shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 4.13 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company HLI shall comply with the applicable securities laws and regulations and 50 shall not be deemed to have breached its obligations under Section 4.12 4.13 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflictcompliance. (hi) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof3.06.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 6.10 hereof, the Company shall be Borrower is required to commence an Asset Sale Offer or Change of Control Offer Offer, it will comply with the following procedures specified below (collectively, an “Asset Sale Offer”): (A) the Borrower shall deliver a written notice (each, an “Asset Sale Offer Notice”) to Purchase”the Administrative Agent (for distribution to the Lenders) irrevocably and unconditionally offering to repay the Loans with the then applicable Excess Proceeds, which notice shall set forth (i) the date of the proposed consummation of such Asset Sale Offer (which shall be no later than the fifth Business Day following delivery of the respective Asset Sale Offer Notice), it (ii) the last Business Day on which such Asset Sale Offer may be accepted or declined (which shall follow in no event be later than the procedures specified belowdate occurring three Business Days after the date of delivery of such Asset Sale Offer Notice) and (iii) the aggregate principal amount of the Loans subject to such Asset Sale Offer and (B) the Borrower shall repay Loans of those Lenders that have accepted the Borrower’s respective Asset Sale Offer, with such repayment of Loans to be applied in accordance with the requirements of Section 3.1. In order to reject such Asset Sale Offer, the Lenders must provide written notice to the Administrative Agent no later than one (1) Business Day prior to the proposed Asset Sale date; any Lender that does not so reject within that time frame shall be deemed to have accepted the Asset Sale Offer. Notwithstanding the foregoing provisions of this Section 2.6(a), the Borrower and its Subsidiaries, the Administrative Agent and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Loans subject to an Asset Sale Offer constitute “securities” for purposes of either the Securities Act or the Securities Exchange Act. (b) The Company shall commence Upon the Offer occurrence of a Change of Control, each Lender will have the right to Purchase by sendingrequire the Borrower to make an offer (a “Change of Control Offer”) to repay all or any part (equal to $1,000 or an integral multiple of $1,000) of that Lender’s Loans at a repayment price in cash equal to 101% of the aggregate principal amount of Loans repaid plus accrued and unpaid interest, with a copy if any, on the Loans repaid to the Trustee, to each Holder, at such Holder’s address appearing in date of repayment (the Security Register a notice, the terms “Change of which shall govern the Offer to Purchase, stating:Control Payment”). (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Within thirty days following any Change of Control OfferControl, the Borrower will provide a written notice to the Administrative Agent that a Change of Control Triggering Event has occurred, will be posted or otherwise distributed to the Lenders describing the transaction or transactions that constitute the Change of Control Triggering Event, and stating: (A) that a Change of Control Offer is being made pursuant to this Section 4.18 hereof2.6(b) and that all Loans offered for repayment prior to the expiration of the Change of Control Offer will be accepted for repayment; (iiB) the principal amount of Notes required to repayment price and the repayment date, which shall be purchased pursuant to Section 4.12 or 4.18 hereof no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Offer AmountChange of Control Payment Date”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (ivC) that any Note Loans not tendered or accepted for payment shall repaid will continue to accrue interest;; and (vD) that, unless the Company Borrower defaults in making such paymentthe payment of the Change of Control Payment, any Note accepted for payment all Loans repaid pursuant to the Change of Control Offer to Purchase shall will cease to accrue interest as after the Change of the Purchase Control Payment Date;; and (viE) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall Lenders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, Administrative Agent receives, not later than the expiration close of business on the Offer Periodsecond Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of the Note (or portions thereof) the Holder delivered Loans offered for purchase repayment, and a statement that such Holder Lender is withdrawing his election to have such Note purchased;its Loans repaid; and (ixii) thatPromptly following the expiration of the Change of Control Offer, the Borrower will, to the extent lawful, repay all Loans or portions thereof elected to be repaid pursuant to the Change of Control Offer in accordance with Section 3.1. (iii) Notwithstanding anything to the contrary in this Section 2.6(b), the Borrower 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 case manner, at the time and otherwise in compliance with the requirements set forth in this Section 2.6(b) applicable to a Change of an Asset Sale Control Offer made by the Borrower and repays all Loans properly submitted for repayment and not withdrawn under the Change of Control Offer, or (2) notice of prepayment has been given pursuant to Section 3.1 unless and until there is a default in payment of the applicable prepayment price. (iv) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. (v) In the event that holders of not less than 90% of the aggregate principal amount of Notes surrendered the outstanding Loans accept a Change of Control Offer and the Borrower (or the third party making the Change of Control Offer as described above) repays all of the Loans held by Holders exceeds the Offer Amountsuch Lenders, the Company shall select Borrower will have the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by right, upon not less than three Business Days prior notice, given not more than 30 days following the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount repayment pursuant to the unpurchased portion Change of Control Offer described above, to prepay all of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures Loans that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for outstanding following such repayment at a period of at least 30 days but no more than 60 days following its commencement, except repayment price equal to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination Change of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Control Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shallplus, to the extent lawful: (i) accept for payment (on a pro rata basis to not included in the extent necessary in connection with an Asset Sale Offer) the Offer Amount Change of Notes or portions of Notes properly tendered pursuant to the Offer to PurchaseControl Payment, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to on the Person in whose name a Note is registered at Loans that remain outstanding, to, but not including, the close date of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchaseprepayment. (gvi) The Company shall comply with Notwithstanding the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other foregoing provisions of this IndentureSection 2.6(b), the Company shall comply with Borrower and its Subsidiaries, the applicable securities laws Administrative Agent and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided the Lenders hereby agree that nothing in this Section 3.09, any purchase pursuant to this Section 3.09 Agreement shall be made in accordance with understood to mean or suggest that the provisions Loans subject to a Change of Section 3.01 through 3.06 hereofControl Offer constitute “securities” for purposes of either the Securities Act or the Securities Exchange Act.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “"Offer to Purchase”"), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “"Offer Amount”"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 1,000 or an integral multiple of US$1,000 in excess thereof1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”"OFFER TO PURCHASE"), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which termx xx xhich shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”"OFFER AMOUNT"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata PRO RATA basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered providedPROVIDED, howeverHOWEVER, that each such new Note shall be in a principal amount of US$2,000 1,000 or an integral multiple of US$1,000 in excess thereof1,000. Any Note not so accepted shall be promptly 36 mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 4.17 hereof, the Company Issuers shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “"Offer to Purchase”"), it they shall follow the procedures specified below. (b) The Company Issuers shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, statingstating in effect: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.184.17, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 4.17 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 4.17, as applicable, hereof (the “"Offer Amount”"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company Issuers defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, a Depositary, if appointed by the CompanyIssuers, or a Paying Agent Agent, if any, at the address specified in the notice at least three days before the close of business on the third Business Day before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company Issuers so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five (5) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company Issuers shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered and not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tenderedtendered and not withdrawn; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company Issuers and that such Notes or portions thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.09. (e) The CompanyIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five (5) Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company Issuers for purchase the Purchase Amount for such Notes, and the Company Issuers shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered surrendered; provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the Holder thereof. The Company Issuers shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest Additional Interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.184.17, as applicable, this Section 3.09 or other provisions of this Indenture, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.184.17, as applicable, this Section 3.09 or such other provision by virtue of such conflictcompliance. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Agent, if any, at the address specified in the notice at least three days before the close of business on the third Business Day before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five (5) Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered surrendered; provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflictcompliance. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. Anything contained in Section 2.05(b) to the contrary notwithstanding, (ai) In if, following the event that, pursuant to Section 4.12 occurrence of any “Asset Sale” (as such term is defined in the Senior Notes Documents) by any Loan Party or 4.18 hereofany of its Subsidiaries, the Company shall be Borrower is required to commence commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an Asset Sale Offer amount equal to any of the “Net Cash Proceeds” (as defined in the Senior Notes Documents) thereof in a particular manner, or Change of Control Offer to apply by a particular date (eachan “Application Date”) an amount equal to any such “Net Cash Proceeds” in a particular manner, in either case in order to excuse the Borrower from being required to make an “Offer to Purchase”), it shall follow the procedures specified below. ” (b) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing as defined in the Security Register a noticeSenior Notes Documents) in connection with such “Asset Sale”, and the terms of which Borrower shall govern have failed to so commit or to so apply an amount equal to such “Net Cash Proceeds” at least 60 days before the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 applicable Commitment Date or 4.18Application Date, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) if the principal amount of Notes required Borrower at any other time shall have failed to apply or commit or cause to be purchased pursuant applied an amount equal to Section 4.12 any such “Net Cash Proceeds”, and, within 60 days thereafter assuming no further application or 4.18 hereof (commitment of an amount equal to such “Net Cash Proceeds” the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall Borrower would otherwise be required to surrender the Note, with the form entitled make an “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased ” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be made in the same manner as interest payments are made. (d) On or prior paid to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Administrative Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause such “Net Cash Proceeds” to be delivered applied to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations in the manner set forth in Section 2.05(b) in such new Note amounts as shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by excuse the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, Borrower from making any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the “Offer to Purchase”. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 4.17 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.184.17, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereofControl; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 4.17 hereof (the “Offer Amount”), the purchase price, the Offer Period (as defined below) and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Hxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders (and by holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee included in such Asset Sale Offer pursuant to Section 4.12(c)) exceeds the Offer Amount, the Company shall select the Notes (and such other Indebtedness) to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver by mail or wire transfer to each tendering Holder of Notes properly tendered and accepted by the Company for purchase an amount equal to the Purchase Amount Change of Control Payment or Asset Sale Offer, as applicable, for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order Order, shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 1,000 or an integral multiple of US$1,000 in excess thereof1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. . (f) The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (fg) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (gh) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.184.17, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.184.17, as applicable, this Section 3.09 or such other provision by virtue of such conflictcompliance. (hi) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the applicable provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sending, by first class mail, with a copy to the Trustee, to each Holder, at such HolderHxxxxx’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Hxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 15 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. ​ (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below.. ​ (b2) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register Register, or pursuant to the Applicable Procedures of the Depositary, a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the ​ ​ Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof;; ​ (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below);; ​ (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment;; ​ (iv) that any Note not tendered or accepted for payment shall continue to accrue interest;; ​ (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date;; ​ (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only;; ​ (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;; ​ (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;; ​ (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and ​ (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 10 days but no more than 60 days following its commencementthe date of the notice of the Offer to Purchase, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful:: ​ ​ (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.. ​ (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date.. ​ (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict.. ​ (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.. ​

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register Register, or pursuant to the applicable procedures of the Depositary, a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Hxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 10 days but no more than 60 days following its commencementthe date of the notice of the Offer to Purchase, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 1,000 or an integral multiple of US$1,000 in excess thereof1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”"OFFER TO PURCHASE"), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”"OFFER AMOUNT"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In Upon the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case occurrence of a Change of Control OfferRepurchase Event, that the Issuer shall make an offer (a “Change of Control Triggering Event has occurredOffer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but excluding the transaction or transactions that constitute date of purchase (the “Change of Control Triggering Event, and that a Payment”). The Change of Control Offer is being shall be made pursuant to in accordance with Section 4.18 hereof; (ii) 4.8 of the principal Indenture. If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required or permitted by the terms of any Indebtedness ranking pari passu with the Notes, to be purchased pursuant to Section 4.12 or 4.18 hereof the holders of such other Indebtedness (the an “Offer AmountAsset Sale Offer”), to purchase the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the maximum aggregate principal amount of the Note (Notes and such other Indebtedness that is a minimum of $2,000 or portions an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof) , plus accrued and unpaid interest to, but excluding the Holder delivered date fixed for purchase and a statement that the closing of such Holder is withdrawing his election to have such Note purchased; (ix) thatoffer, in accordance with the case procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such other Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, if the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or other Indebtedness surrendered by Holders such holders thereof exceeds the Offer Amountamount of Excess Proceeds, the Company Trustee shall select the Notes and the agent for such other Indebtedness shall select such other Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by based on the Company so that only Notes in denominations of US$2,000 accreted value or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) such other Indebtedness tendered. Upon completion of any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”)such Asset Sale Offer, the Company shall purchase the Offer Amount amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased Excess Proceeds shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Datereset at zero. The Issuer may, the Company shallat its option, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon consummation of such Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause any Net Proceeds not required to be delivered used to the Trustee the purchase Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflictExcess Proceeds. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register Register, or pursuant to the applicable procedures of the Depositary, a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is Hoxxxx xs withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 15 days but no more than 60 days following its commencementthe date of the notice of the Offer to Purchase, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, A Holder may tender all or any portion of its Notes pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”); provided that, it shall follow to the procedures specified belowextent any Holder tenders less than all of its Notes, any Note that is not tendered must be for a minimum denomination of $200,000; provided, further, that any portion of a Note tendered pursuant to an Offer to Purchase must be in a multiple of $1,000 principal amount. (b) The Company shall commence On the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to purchase price specified in the extent lawful: (i) accept written offer will become due and payable on each Note accepted for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered purchase pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all and interest on Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note pursuant to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase will cease to accrue on or as soon as practicable and after the Offer Purchase Date. (fc) If (i) the Issuer makes an Offer to Purchase Date is on or after a Regular Record Date for less than all of the outstanding Notes and on or before (ii) Notes in an aggregate principal amount in excess of the related Interest Payment Date, any accrued purchase amount specified in the written offer are tendered and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes not withdrawn pursuant to the Offer to Purchase, then the Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount specified on the written offer on a pro rata basis; provided that adjustments shall be made so that only Notes in multiples of $1,000 principal amount will be purchased. (gd) The Company Any Offer to Purchase shall comply be made by the Issuer in compliance with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations (to the extent those laws applicable) and regulations are all other applicable Laws, and the procedures set forth in the Indenture shall be deemed to be modified as necessary to permit such compliance. The Issuer and Guarantors shall additionally obtain all necessary consents and approvals from any Governmental Authority for any required remittance of funds outside of any jurisdiction in connection with the any Offer to Purchase. To Purchase pursuant to the extent that Indenture. (e) Notwithstanding anything herein to the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenturecontrary, the Company shall comply with the applicable securities laws and regulations and Issuer shall not be deemed required to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue make an Offer to Purchase pursuant to the terms of such conflict. (h) Other than as specifically provided in this Section 3.09, any 4.10(c), 4.15 or 4.19(b) of the Indenture if (i) a third party makes an offer to purchase Notes in the manner, at the times and otherwise in compliance with the requirements set forth in Section 3.09 of the Indenture applicable to an Offer to Purchase made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn by the Holders thereof under such offer to purchase or (ii) if notice of redemption for all outstanding Notes has been given pursuant to this Section 3.09 shall be made 3.07 or 3.08 of the Indenture, unless and until there is a default in accordance with payment of the provisions of Section 3.01 through 3.06 hereofapplicable redemption price.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sendingsending a notice by first class mail, with a copy to the Trustee, to each Holder, at such HolderHxxxxx’s address appearing in the Security Register a noticeRegister, or pursuant to the applicable procedures of the Depositary, the terms of which notice shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Hxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 15 days but no more than 60 days following its commencementthe date of the notice of the Offer to Purchase, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 6.10 hereof, the Company shall be Borrower is required to commence an Asset Sale Offer or Change of Control Offer Offer, it will comply with the following procedures specified below (collectively, an “Asset Sale Offer”): (A) the Borrower shall deliver a notice (each, an “Asset Sale Offer Notice”) to Purchase”the Administrative Agent (for distribution to the Lenders) irrevocably and unconditionally offering to repay the Loans with the then applicable Excess Proceeds, which notice shall set forth (i) the date of the proposed consummation of such Asset Sale Offer (which shall be no later than the fifth Business Day following delivery of the respective Asset Sale Offer Notice), it (ii) the last Business Day on which such Asset Sale Offer may be accepted or declined (which shall follow in no event be later than the date occurring three Business Days after the date of delivery of such Asset Sale Offer Notice) and (iii) the aggregate principal amount of the Loans subject to such Asset Sale Offer and (B) the Borrower shall repay Loans of those Lenders that have accepted the Borrower’s respective Asset Sale Offer, with such repayment of Loans to be applied in accordance with the requirements of Section 3.1. Notwithstanding the foregoing provisions of this Section 2.6(a), the Borrower and its Subsidiaries, the Administrative Agent and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Loans subject to an Asset Sale Offer constitute “securities” for purposes of either the Securities Act or the Securities Exchange Act. For the avoidance of doubt, each Asset Sale Offer shall be made to the Lenders, and to any applicable Other Offer Parties pursuant to Section 6.10 and the aggregate amount of the Loans subject to any Asset Sale Offer that is also made to Other Offer Parties shall be an amount of Excess Proceeds that is proportionate to the then aggregate outstanding principal amount of the Loans relative to the then outstanding principal amount of relevant Indebtedness of the applicable Other Offer Parties. In addition, if the offer requirements or mechanics applicable to such other Indebtedness are not consistent with the procedures specified belowset forth above for an Asset Sale Offer, the Borrower and the Administrative Agent may agree to change the procedures for such Asset Sale Offer from those set forth above provided that (x) no change may be made with respect to the amount of the Loans subject to the Asset Sale Offer and (y) such procedures shall be clearly set out in the relevant Asset Sale Offer Notice. (b) The Company Upon the occurrence of a Triggering Event, the Borrower shall be required to commence a Triggering Event Offer in accordance with the following procedures (a “Triggering Event Offer”): (A) the Borrower shall deliver within five Business Days from the occurrence of a Triggering Event a notice (a “Triggering Event Offer Notice”) to Purchase the Administrative Agent (for distribution by sendingposting or otherwise to the Lenders) irrevocably and unconditionally offering to repay all the outstanding Loans at a repayment price in cash equal to 100% of the aggregate principal amount of Loans repaid plus accrued and unpaid interest, if any, on the Loans repaid to the date of repayment which notice shall set forth (i) the date of the proposed consummation of such Triggering Event Offer (which shall be no later than the fifth Business Day following delivery of the respective Triggering Event Offer Notice), (ii) the last Business Day on which such Triggering Event Offer may be accepted or declined (which shall in no event be later than the date occurring three Business Days after the date of delivery of such Triggering Event Offer Notice) and (B) the Borrower shall repay Loans of those Lenders that have accepted the Borrower’s respective Triggering Event Offer, with such repayment of Loans to be applied in accordance with the requirements of Section 3.1. Notwithstanding the foregoing provisions of this Section 2.6(b), the Borrower and its Subsidiaries, the Administrative Agent and the Lenders hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Loans subject to a copy Triggering Event Offer constitute “securities” for purposes of either the Securities Act or the Securities Exchange Act. (c) Upon the occurrence of a Change of Control, each Lender will have the right to require the Borrower to make an offer (a “Change of Control Offer”) to repay all or any part (equal to $1,000 or an integral multiple of $1,000) of that Lender’s Loans at a repayment price in cash equal to 101% of the aggregate principal amount of Loans repaid plus accrued and unpaid interest, if any, on the Loans repaid to the Trustee, to each Holder, at such Holder’s address appearing in date of repayment (the Security Register a notice, the terms “Change of which shall govern the Offer to Purchase, stating:Control Payment”). (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Within thirty days following any Change of Control OfferControl, the Borrower will provide a notice to the Administrative Agent that a Change of Control Triggering Event has occurred, will be posted or otherwise distributed to the Lenders describing the transaction or transactions that constitute the Change of Control Triggering Event, and stating: (A) that a Change of Control Offer is being made pursuant to this Section 4.18 hereof2.6(c) and that all Loans offered for repayment prior to the expiration of the Change of Control Offer will be accepted for repayment; (iiB) the principal amount of Notes required to repayment price and the repayment date, which shall be purchased pursuant to Section 4.12 or 4.18 hereof no earlier than 30 days and no later than 60 days from the date such notice is delivered (the “Offer AmountChange of Control Payment Date”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (ivC) that any Note Loans not tendered or accepted for payment shall repaid will continue to accrue interest;; and (vD) that, unless the Company Borrower defaults in making such paymentthe payment of the Change of Control Payment, any Note accepted for payment all Loans repaid pursuant to the Change of Control Offer to Purchase shall will cease to accrue interest as after the Change of the Purchase Control Payment Date;; and (viE) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall Lenders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, Administrative Agent receives, not later than the expiration close of business on the Offer Periodsecond Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of the Note (or portions thereof) the Holder delivered Loans offered for purchase repayment, and a statement that such Holder Lender is withdrawing his election to have such Note purchasedits Loans repaid; and (ii) Promptly following the expiration of the Change of Control Offer, the Borrower will, to the extent lawful, repay all Loans or portions thereof elected to be repaid pursuant to the Change of Control Offer in accordance with Section 3.1; (ixiii) thatNotwithstanding anything to the contrary in this Section 2.6(c), the Borrower 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 case manner, at the time and otherwise in compliance with the requirements set forth in this Section 2.6(c) applicable to a Change of an Asset Sale Control Offer made by the Borrower and repays all Loans properly submitted for repayment and not withdrawn under the Change of Control Offer, or (2) notice of prepayment has been given pursuant to Section 3.1 unless and until there is a default in payment of the applicable prepayment price. (iv) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. (v) In the event that holders of not less than 90% of the aggregate principal amount of Notes surrendered the outstanding Loans accept a Change of Control Offer and the Borrower (or the third party making the Change of Control Offer as described above) repays all of the Loans held by Holders exceeds the Offer Amountsuch Lenders, the Company shall select Borrower will have the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by right, upon not less than three Business Days prior notice, given not more than 30 days following the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount repayment pursuant to the unpurchased portion Change of Control Offer described above, to prepay all of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures Loans that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for outstanding following such repayment at a period of at least 30 days but no more than 60 days following its commencement, except repayment price equal to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination Change of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Control Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shallplus, to the extent lawful: (i) accept for payment (on a pro rata basis to not included in the extent necessary in connection with an Asset Sale Offer) the Offer Amount Change of Notes or portions of Notes properly tendered pursuant to the Offer to PurchaseControl Payment, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to on the Person in whose name a Note is registered at Loans that remain outstanding, to, but not including, the close date of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchaseprepayment. (gvi) The Company shall comply with Notwithstanding the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other foregoing provisions of this IndentureSection 2.6(c), the Company shall comply with Borrower and its Subsidiaries, the applicable securities laws Administrative Agent and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided the Lenders hereby agree that nothing in this Section 3.09, any purchase pursuant to this Section 3.09 Agreement shall be made in accordance with understood to mean or suggest that the provisions Loans subject to a Change of Section 3.01 through 3.06 hereofControl Offer constitute “securities” for purposes of either the Securities Act or the Securities Exchange Act.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 1,000 or an integral multiple of US$1,000 in excess thereof1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 4.13 or 4.18 hereof4.18, the Company Issuer shall be required to commence an Asset Sale a Prepayment Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company the Issuer shall cause a notice of the Offer to Purchase to be sent at least once to the Dow Jxxxx News Service or similar business news service in the United States; and (c) the Issuer shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 3.10 and Section 4.12 4.13 or 4.18, 4.18 as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute circumstances and relevant facts regarding the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof4.18; (ii) that the principal amount of Notes required to be purchased pursuant to Section 4.12 4.13 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$€1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuer, a Depositary, if appointed by the CompanyIssuer, or a Paying Agent Agent, if any, at the address specified in the notice at least three days before the close of business on the third Business Day before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the CompanyIssuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Prepayment Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company Issuer so that only Notes in denominations of US$2,000 €50,000 or integral multiples of US$€1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) that any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. (cd) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuer shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (de) On or prior to the Purchase Date, the Company Issuer shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Prepayment Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company Issuer and that such Notes or portions thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 3.093.10. (ef) The CompanyIssuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five (5) Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company Issuer for purchase the Purchase Amount for such Notes, and the Company Issuer shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered surrendered; provided, however, that each such new Note shall be in a principal amount of US$2,000 €50,000 or an integral multiple of US$1,000 in excess thereof€1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuer to the Holder thereof. The Company Issuer shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (fg) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (gh) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 4.13 or 4.18, as applicable, this Section 3.09 3.10 or other provisions of this Indenture, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 4.13 or 4.18, as applicable, this Section 3.09 3.10 or such other provision by virtue of such conflictcompliance. (hi) Other than as specifically provided in this Section 3.093.10, any purchase pursuant to this Section 3.09 3.10 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof3.06.

Offers to Purchase. (a) In the event that, A Holder may tender all or any portion of its Notes pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”); provided that, it shall follow to the procedures specified belowextent any Holder tenders less than all of its Notes, any Note that is not tendered must be for a minimum denomination of $200,000; provided, further, that any portion of a Note tendered pursuant to an Offer to Purchase must be in a multiple of $1,000 principal amount. (b) The Company shall commence On the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to purchase price specified in the extent lawful: (i) accept written offer will become due and payable on each Note accepted for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered purchase pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all and interest on Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note pursuant to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase will cease to accrue on or as soon as practicable and after the Offer Purchase Date. (fc) If (i) the Issuer makes an Offer to Purchase Date is on or after a Regular Record Date for less than all of the outstanding Notes and on or before (ii) Notes in an aggregate principal amount in excess of the related Interest Payment Date, any accrued purchase amount specified in the written offer are tendered and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes not withdrawn pursuant to the Offer to Purchase, then the Issuer will purchase Notes having an aggregate principal amount equal to the purchase amount specified on the written offer on a pro rata basis; provided that adjustments shall be made so that only Notes in multiples of $1,000 principal amount will be purchased. (gd) The Company Any Offer to Purchase shall comply be made by the Issuer in compliance with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations (to the extent those laws applicable) and regulations are all other applicable Laws, and the procedures set forth in this Indenture shall be deemed to be modified as necessary to permit such compliance. The Issuer and Guarantors shall additionally obtain all necessary consents and approvals from any Governmental Authority for any required remittance of funds outside of any jurisdiction in connection with the any Offer to Purchase. To . (e) Notwithstanding anything herein to the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenturecontrary, the Company shall comply with the applicable securities laws and regulations and Issuer shall not be deemed required to have breached its obligations under Section 4.12 or 4.18make an Offer to Purchase pursuant to the terms of this Indenture if (i) a third party makes an offer to purchase Notes in the manner, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided at the times and otherwise in compliance with the requirements set forth in this Section 3.09, any Indenture applicable to an Offer to Purchase made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn by the Holders thereof under such offer to purchase or (ii) if notice of redemption for all outstanding Notes has been given pursuant to this Section 3.09 shall be made 3.07 or 3.08 hereof, unless and until there is a default in accordance with payment of the provisions of Section 3.01 through 3.06 hereofapplicable redemption price.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sending, by first class mail, with a copy to the Trustee, to each Holder, at such HolderXxxxxx’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 4.17 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”"OFFER TO PURCHASE"), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, statingstating in effect: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.184.17, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering EventControl, and that a Change of Control Offer is being made pursuant to Section 4.18 4.17 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 4.17 hereof (the “Offer Amount”"OFFER AMOUNT"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Agent, if any, at the address specified in the notice at least three days before the close of business on the third Business Day before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata PRO RATA basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered and not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tenderedtendered and not withdrawn; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five (5) Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered providedsurrendered; PROVIDED, howeverHOWEVER, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest Additional Interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.184.17, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.184.17, as applicable, this Section 3.09 or such other provision by virtue of such conflictcompliance. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. Anything contained in Section 2.04(b) to the contrary notwithstanding, (ai) In if, following the event that, pursuant to Section 4.12 occurrence of any “Asset Sale” (as such term is defined in the Senior Notes Documents) by any Loan Party or 4.18 hereofany of its Subsidiaries, the Company shall be Borrower is required to commence commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an Asset Sale Offer amount equal to any of the “Net Cash Proceeds” (as defined in the Senior Notes Documents) thereof in a particular manner, or Change of Control Offer to apply by a particular date (eachan “Application Date”) an amount equal to any such “Net Cash Proceeds” in a particular manner, in either case in order to excuse the Borrower from being required to make an “Offer to Purchase”), it shall follow the procedures specified below. ” (b) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing as defined in the Security Register a noticeSenior Notes Documents) in connection with such “Asset Sale”, and the terms of which Borrower shall govern have failed to so commit or to so apply an amount equal to such “Net Cash Proceeds” at least 60 days before the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 applicable Commitment Date or 4.18Application Date, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) if the principal amount of Notes required Borrower at any other time shall have failed to apply or commit or cause to be purchased pursuant applied an amount equal to Section 4.12 any such “Net Cash Proceeds”, and, within 60 days thereafter assuming no further application or 4.18 hereof (commitment of an amount equal to such “Net Cash Proceeds” the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall Borrower would otherwise be required to surrender the Note, with the form entitled make an “Option of Holder to Elect Purchase” on the reverse of the Note 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 at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased ” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be made in the same manner as interest payments are made. (d) On or prior paid to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Administrative Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause such “Net Cash Proceeds” to be delivered applied to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations in the manner set forth in Section 2.04(b) in such new Note amounts as shall be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by excuse the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, Borrower from making any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the “Offer to Purchase”. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$$2,000 or integral multiples multiple of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$$2,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to To commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, the Issuer shall deliver a notice to the Trustee and each Holder stating: (i1) that the provision of this Indenture pursuant to which such Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that all Notes validly tendered will be accepted for payment on a pro rata basis; (2) the purchase price and the date of purchase, which shall be a Business Day no earlier than 20 Business Days and no later than 45 Business Days from the date of notice (the “Payment Date”); provided that if a Change of Control Offer is being made pursuant in advance of a Change of Control, or conditioned upon the consummation of such Change of Control to the extent permitted by Section 4.18 4.09 hereof, such notice shall state that (i) the Payment Date may be delayed until such time as the Change of Control occurs and/or any or all such conditions shall be satisfied and/or (ii) such Payment Date may not occur and such notice may be rescinded in the event that the Change of Control does not occur and/or any or all such conditions shall not have been satisfied by the Payment Date or the Payment Date so delayed; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv3) that any Note not tendered or accepted for payment shall will continue to accrue interestinterest pursuant to its terms; (v4) that, unless the Company Issuer defaults in making such paymentthe payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on and after the Purchase Payment Date; (vi5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall will be required to surrender the Note, together with the completed form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note 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 at least three days before prior to the Purchase close of business on the Business Day immediately preceding the Payment Date; (viii6) that Holders shall will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than the expiration close of business on the Offer Periodthird Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of the such Holder, the principal amount of the Note (or portions thereof) the Holder Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Note Notes purchased;; and (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x7) that Holders whose Notes were are being purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $2,000 or transferred by book-entry transfer) (xi) any other procedures that Holders must follow an integral multiple of $1,000 in order to tender their Notes (or portions excess thereof) for payment. (c) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (db) On or prior to the Purchase Payment Date, the Company shall, to the extent lawful: Issuer shall (ia) accept for payment (on a pro rata basis to Notes or portions thereof (and, in the extent necessary in connection with case of an Asset Sale Offer, any other Pari Passu Debt included in such Offer to Purchase) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the an Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; ; (iib) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent shall promptly deliver to the Holders of Notes so accepted payment in an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notesprice, and the Company Trustee shall promptly execute authenticate and issue mail to such Holders a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, equal in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, surrendered; provided that each such Note purchased and each new Note issued shall be in a principal amount of US$$2,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall Issuer will publicly announce the results of the an Offer to Purchase on or as soon as practicable after the Purchase Payment Date. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sendingsending a notice by first class mail, with a copy to the Trustee, to each Holder, at such HolderXxxxxx’s address appearing in the Security Register a noticeRegister, or pursuant to the applicable procedures of the Depositary, the terms of which notice shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 15 days but no more than 60 days following its commencementthe date of the notice of the Offer to Purchase, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a1) In the event that, pursuant to Section 4.12 or 4.18 hereof, the Company shall be required to commence an Asset Sale Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b2) The Company shall commence the Offer to Purchase by sending, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register Register, or pursuant to the applicable procedures of the Depositary, a notice, the terms of which shall govern the Offer to Purchase, stating: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or 4.18, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereof; (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or 4.18 hereof (the “Offer Amount”), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of on or after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c3) The Offer to Purchase shall remain open for a period of at least 30 15 days but no more than 60 days following its commencementthe date of the notice of the Offer to Purchase, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d4) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer) the Offer Amount of Notes or portions of Notes properly tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. (e5) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$$1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. (f6) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g7) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 or 4.18, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 or 4.18, as applicable, this Section 3.09 or such other provision by virtue of such conflict. (h) 8) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

Offers to Purchase. (a) In the event that, pursuant to Section 4.12 4.13 or 4.18 4.14 hereof, the Company shall be required to commence an Asset Sale a Net Proceeds Offer or Change of Control Offer (each, an “"Offer to Purchase”"), it shall follow the procedures specified below. (b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s 's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, statingstating in effect: (i) that the Offer to Purchase is being made pursuant to this Section 3.09 3.9 and Section 4.12 4.13 or 4.184.14, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control Triggering Event has occurred, the transaction or transactions that constitute the Change of Control Triggering Event, and that a Change of Control Offer is being made pursuant to Section 4.18 hereofControl; (ii) the principal amount of Notes required subject to be purchased the Net Proceeds Offer or the Change of Control Offer pursuant to Section 4.12 4.13 or 4.18 hereof 4.14 hereof, respectively (the “"Offer Amount”"), the purchase price, the Offer Period and the Purchase Date (each as defined below); (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment; (iv) that any Note not tendered or accepted for payment shall continue to accrue interest; (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest as of after the Purchase Date; (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of US$$1,000 in excess of US$2,000 only; (vii) that that, in the case of a Change of Control Offer, Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Agent, if any, at the address specified in the notice at least three days before the close of business on the third Business Day before the Purchase Date; (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration close of business on the Offer PeriodBusiness Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (ix) that, in the case of an Asset Sale a Net Proceeds Offer, if the aggregate principal amount of Notes surrendered by Holders the Holders, together with the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness to be repaid in connection with the Net Proceeds Offer exceeds the Net Proceeds Offer Amount, the Company shall select the Notes and other Indebtedness to be purchased on a pro rata basis (based on the amounts tendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of US$2,000 $1,000 or integral multiples of US$1,000 in excess thereof shall be purchased); (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (xi) any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment. (c) The Net Proceeds Offer shall remain open for a period of at least 20 Business Days but no more than 60 days following its commencement, except to Purchase the extent that a longer period is required by applicable law (the "Net Proceeds Offer Period"). The Change of Control Offer shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “"Change of Control Offer Period”," and together with the "Net Proceeds Offer Period, the "Offer Period"). No . (d) Subject to the provisions of Section 4.13 hereof, no later than five 10:00 a.m. (New York City time) on the third Business Days Day after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the Offer Amount of Notes or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (d) On or prior to the Purchase Date, the Company shall, to the extent lawful: (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Net Proceeds Offer) the Offer Amount of Notes or portions of Notes properly tendered and not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been tenderedtendered when taken together with all Senior Indebtedness, Guarantor Senior Indebtedness and pari passu Indebtedness to be repaid in connection with such Net Proceeds Offer, all Notes tenderedtendered and not withdrawn; (ii) deposit with the Paying Agent an amount equal (or if the Company or a Subsidiary or any Affiliate of them is acting as its own Paying Agent, segregate and hold in trust) money sufficient to pay the Offer Amount Amount, plus accrued and unpaid interest, if any, in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.093.9. (e) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any event not later than five Business Days after the Purchase Date) Date deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered surrendered; provided, however, that each such new Note shall be in a principal amount of US$2,000 $1,000 or an integral multiple of US$1,000 in excess thereof$1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. (f) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.12 4.13 or 4.184.14, as applicable, this Section 3.09 3.9 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.12 4.13 or 4.184.14, as applicable, this Section 3.09 3.9 or such other provision by virtue of such conflictcompliance. (h) Other than as specifically provided in this Section 3.093.9, any purchase pursuant to this Section 3.09 3.9 shall be made in accordance with the provisions of Section 3.01 3.1 through 3.06 3.6 hereof.