Common use of Purchase of Notes at Option of the Holder Upon Change in Control Clause in Contracts

Purchase of Notes at Option of the Holder Upon Change in Control. (a) If there shall have occurred a Change in Control resulting in a Rating Decline with respect to a series of Notes, the Company shall, at the option of each Holder of the Notes of such series, become obligated to repurchase all or any portion (provided that the principal amount shall be $1,000 or an integral multiple thereof) of the Notes of such series held by such Holder as of the date that is no later than 35 Business Days after the date on which the Company gives notice of the Change in Control in accordance with clause (b) below (the “Change in Control Purchase Date”) for cash at a price specified Paragraph 7 of the Notes (the “Change in Control Purchase Price”), subject to satisfaction by or on behalf of such Holder of the requirements set forth in this Section 3.12. (b) Within 15 Business Days after the Change in Control resulting in a Rating Decline, the Company shall mail a written notice of such Change in Control by first-class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law) of affected Notes. The notice shall include a form of Change in Control Purchase Notice (substantially in the form of the Option of Holder to Elect Purchase Upon Change in Control attached to the Form of Note (as defined below) to be completed by such Holder and shall state the following: (1) briefly, the events causing a Change in Control and the date such Change in Control is deemed to have occurred for purposes of this Section 3.12; (2) the date by which the Change in Control Purchase Notice pursuant to this Section 3.12 must be given; (3) the Change in Control Purchase Date; (4) the Change in Control Purchase Price; (5) the name and address of the Paying Agent; (6) that Notes must be surrendered to the Paying Agent to collect payment; (7) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Note as described in clause (6) above; (8) any other procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; and (9) the procedures for withdrawing a Change in Control Purchase Notice. (c) A Holder of affected Notes may exercise its rights specified in Section 3.12(a) upon delivery of a written notice of purchase (a “Change in Control Purchase Notice”) to the Paying Agent at any time prior to the close of business on the Change in Control Purchase Date, stating: (1) the certificate number of any Note in certificated form which such Holder will deliver to be purchased; (2) the series and the portion of the principal amount of each Note of such series which such Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Note shall be purchased as of the Change in Control Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Indenture. Delivery of the Note (which may be in book-entry form in accordance with the procedures of the Depositary for a Global Note), whether prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements), to the Paying Agent shall be a condition to the receipt by such Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 3.12 only if each Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.12, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.12 shall be consummated by the payment of cash to the Holder according to the second sentence of the first paragraph of Section 3.13. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 3.12(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.13. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof.

Purchase of Notes at Option of the Holder Upon Change in Control. (a) If there the Company shall have occurred become obligated to mail a Change notice to Holders of the 2014 Notes pursuant to Section 3.12(b) included in Control resulting in Section 1.03 of the First Supplemental Indenture (a Rating Decline with respect to a series of Notes“2014 Notes Offer”), the Company shall, at the option of each Holder of the Notes of such seriesNotes, become obligated to repurchase all or any portion (provided that the principal amount shall be $1,000 or an integral multiple thereof) of the Notes of such series held by such Holder as of the date that is no later than 35 Business Days after the date on which the Company gives notice of the Change in Control in accordance with clause (b) below (the “Change in Control Purchase Date”) for cash at a the purchase price specified Paragraph in paragraph 7 of the Notes (the “Change in Control Purchase Price”) as of the date specified as the “Change in Control Purchase Date” in such 2014 Notes Offer (the “Change in Control Purchase Date”), subject to satisfaction by or on behalf of such Holder of the Notes of the requirements set forth in this Section 3.12. (b) Within 15 Business Days after Concurrently with the Change mailing of any 2014 Notes Offer pursuant to Section 3.12(b) included in Control resulting in a Rating DeclineSection 1.03 of the First Supplemental Indenture, the Company shall mail a written notice of such the relevant Change in Control by first-class mail to the Trustee and to each Holder of Notes (and to beneficial owners if required by applicable law) of affected Notes). The notice shall include a form of Change in Control Purchase Notice (as defined below) (substantially in the form of the Option of Holder to Elect Purchase Upon Change in Control attached to the Form of Note (as defined below)) to be completed by such Holder and shall state the following:following (all of which, other than the Change in Control Purchase Price, shall be substantially the same as for the 2014 Notes Offer): (1) briefly, the events causing a Change in Control and the date such Change in Control is deemed to have occurred for purposes of this Section 3.12occurred; (2) the date by which the Change in Control Purchase Notice pursuant to this Section 3.12 must be given; (3) the Change in Control Purchase Date; (4) the Change in Control Purchase Price;; HOU03:1203587 (5) the name and address of the Paying Agent; (6) that Notes must be surrendered to the Paying Agent to collect payment; (7) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Note as described in clause (6) above; (8) any other procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; and (9) the procedures for withdrawing a Change in Control Purchase Notice. (c) A Holder of affected Notes may exercise its rights specified in Section 3.12(a) upon delivery of a written notice of purchase (a “Change in Control Purchase Notice”) to the Paying Agent at any time prior to the close of business on the Change in Control Purchase Date, stating: (1) the certificate number of any Note in certificated form which such Holder will deliver to be purchased; (2) the series and the portion of the principal amount of each Note of such series which such Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Note shall be purchased as of the Change in Control Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Indenture. Delivery Receipt of the Note (which may be in book-entry form in accordance with the procedures of the Depositary for a Global Note), whether prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements), to by the Paying Agent shall be a condition to the receipt by such Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 3.12 only if each Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.12, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.12 shall be consummated by the payment of cash to the Holder according to the second sentence of the first paragraph of Section 3.13. HOU03:1203587 Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 3.12(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.13. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof. From and after the time that there are no 2014 Notes outstanding under the First Supplemental Indenture, Holders of the Notes will cease to have any right to require the Company to purchase Notes pursuant to this Section 3.12 except to the extent that a written notice of a Change in Control has been mailed to Holders of the Notes pursuant to Section 3.12 hereof.

Purchase of Notes at Option of the Holder Upon Change in Control. (a) If there shall have occurred a Change in Control resulting in a Rating Decline with respect to a series of NotesDecline, the Company shall, at the option of each Holder of the Notes of such seriesHolder, become obligated to repurchase all or any portion (provided that the principal amount shall be $1,000 or an integral multiple thereof) of the Notes of such series held by such Holder for cash at the purchase price specified in paragraph 6 of the Notes (the "Change in Control Purchase Price") as of the date that is no later than 35 Business Days after the date on which the Company gives notice occurrence of the Change in Control in accordance with clause (b) below (the “"Change in Control Purchase Date”) for cash at a price specified Paragraph 7 of the Notes (the “Change in Control Purchase Price”"), subject to satisfaction by or on behalf of such the Holder of the requirements set forth in this Section 3.12. (b) Within 15 Business Days after the Change in Control resulting in a Rating Decline, the Company shall mail a written notice of such Change in Control by first-class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law) of affected Notes). The notice shall include a form of Change in Control Purchase Notice (substantially in the form of the Option of Holder to Elect Purchase Upon Change in Control attached to the Form form of Note (as defined belowin Exhibit A to the First Supplemental Indenture) to be completed by such the Holder and shall state the followingstate: (1) briefly, the events causing a Change in Control and the date such Change in Control is deemed to have occurred for purposes of this Section 3.12; (2) the date by which the Change in Control Purchase Notice pursuant to this Section 3.12 must be given; (3) the Change in Control Purchase Date; (4) the Change in Control Purchase Price; (5) the name and address of the Paying Agent; (6) that Notes must be surrendered to the Paying Agent to collect payment; (7) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Note as described in clause (6) above; (8) any other procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; and (9) the procedures for withdrawing a Change in Control Purchase Notice. (c) A Holder of affected Notes may exercise its rights specified in Section 3.12(a) upon delivery of a written notice of purchase (a “"Change in Control Purchase Notice”") to the Paying Agent at any time prior to the close of business on the Change in Control Purchase Date, stating: (1) the certificate number of any Note in certificated form which such the Holder will deliver to be purchased; (2) the series and the portion of the principal amount of each Note of such series which such the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Note shall be purchased as of the Change in Control Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Notes and in this Indenture. Delivery Receipt of the Note (which may be in book-entry form in accordance with the procedures of the Depositary for a Global Note), whether prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements), to by the Paying Agent shall be a condition to the receipt by such the Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 3.12 only if each Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.12, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.12 shall be consummated by the payment of cash to the Holder according to the second sentence of the first paragraph of Section 3.13. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 3.12(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.13. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof.

Purchase of Notes at Option of the Holder Upon Change in Control. (a) If there the Company shall have occurred become obligated to mail a Change notice to Holders of the 2014 Notes pursuant to Section 3.12(b) included in Control resulting in Section 1.03 of the First Supplemental Indenture (a Rating Decline with respect to a series of Notes“2014 Notes Offer”), the Company shall, at the option of each Holder of the Notes of such seriesNotes, become obligated to repurchase all or any portion (provided that the principal amount shall be $1,000 or an integral multiple thereof) of the Notes of such series held by such Holder as of the date that is no later than 35 Business Days after the date on which the Company gives notice of the Change in Control in accordance with clause (b) below (the “Change in Control Purchase Date”) for cash at a the purchase price specified Paragraph in paragraph 7 of the Notes (the “Change in Control Purchase Price”) as of the date specified as the “Change in Control Purchase Date” in such 2014 Notes Offer (the “Change in Control Purchase Date”), subject to satisfaction by or on behalf of such Holder of the Notes of the requirements set forth in this Section 3.12. (b) Within 15 Business Days after Concurrently with the Change mailing of any 2014 Notes Offer pursuant to Section 3.12(b) included in Control resulting in a Rating DeclineSection 1.03 of the First Supplemental Indenture, the Company shall mail a written notice of such the relevant Change in Control by first-class mail to the Trustee and to each Holder of Notes (and to beneficial owners if required by applicable law) of affected Notes). The notice shall include a form of Change in Control Purchase Notice (as defined below) (substantially in the form of the Option of Holder to Elect Purchase Upon Change in Control attached to the Form of Note (as defined below)) to be completed by such Holder and shall state the following:following (all of which, other than the Change in Control Purchase Price, shall be substantially the same as for the 2014 Notes Offer): (1) briefly, the events causing a Change in Control and the date such Change in Control is deemed to have occurred for purposes of this Section 3.12occurred; (2) the date by which the Change in Control Purchase Notice pursuant to this Section 3.12 must be given; (3) the Change in Control Purchase Date; (4) the Change in Control Purchase Price; (5) the name and address of the Paying Agent; (6) that Notes must be surrendered to the Paying Agent to collect payment; (7) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Purchase Date and the time of surrender of such Note as described in clause (6) above; (8) any other procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; and (9) the procedures for withdrawing a Change in Control Purchase Notice. (c) A Holder of affected Notes may exercise its rights specified in Section 3.12(a) upon delivery of a written notice of purchase (a “Change in Control Purchase Notice”) to the Paying Agent at any time prior to the close of business on the Change in Control Purchase Date, stating: (1) the certificate number of any Note in certificated form which such Holder will deliver to be purchased; (2) the series and the portion of the principal amount of each Note of such series which such Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Note shall be purchased as of the Change in Control Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in this Indenture. Delivery Receipt of the Note (which may be in book-entry form in accordance with the procedures of the Depositary for a Global Note), whether prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements), to by the Paying Agent shall be a condition to the receipt by such Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 3.12 only if each Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.12, a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.12 shall be consummated by the payment of cash to the Holder according to the second sentence of the first paragraph of Section 3.13. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Purchase Notice contemplated by this Section 3.12(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.13. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof. From and after the time that there are no 2014 Notes outstanding under the First Supplemental Indenture, Holders of the Notes will cease to have any right to require the Company to purchase Notes pursuant to this Section 3.12 except to the extent that a written notice of a Change in Control has been mailed to Holders of the Notes pursuant to Section 3.12 hereof.

Purchase of Notes at Option of the Holder Upon Change in Control. (a) If there shall have occurred a Change in Control resulting in a Rating Decline with respect to a series of NotesControl, the Company shall, at the option of each Holder of the Notes of such seriesHolder, become obligated to repurchase all or any portion (provided that the principal amount shall be $1,000 or an integral multiple thereof) of the Notes of such series held by such Holder as for cash at the purchase price specified in paragraph 6 of the Notes (the "Change in Control Purchase Price") on the date that is no later than 35 Business Days after the date on which the Company gives notice occurrence of the Change in Control in accordance with clause (b) below (the “"Change in Control Purchase Date”) for cash at a price specified Paragraph 7 of the Notes (the “Change in Control Purchase Price”"), subject to satisfaction by or on behalf of such the Holder of the requirements set forth in this Section 3.121110(c). (b) Within 15 Business Days after the Change in Control resulting in a Rating DeclineControl, the Company shall mail a written notice of such Change in Control by first-class mail to the Trustee and to each Holder (and to beneficial owners if required by applicable law) of affected Notes). The notice shall include a form of Change in Control Purchase Notice (substantially in the form of the Option of Holder to Elect Purchase Upon Change in Control attached to the Form of Note (as defined below) to be completed by such the Holder and shall state the followingstate: (1) briefly, the events causing a Change in Control and the date such Change in Control is deemed to have occurred for purposes of this Section 3.121110; (2) the date by which the Change in Control Purchase Notice pursuant to this Section 3.12 1110 must be given; (3) the Change in Control Purchase Date; (4) the Change in Control Purchase Price; (5) the name and address of the Paying AgentAgent and the Conversion Agent and the office or agency referred to in Section 1002; (6) the Conversion Rate and any adjustments thereto; (7) that Notes with respect to which a Change in Control Purchase Notice has been given by the Holder may be converted into Common Stock at any time prior to the close of business on the Change in Control Purchase Date only if the Change in Control Purchase Notice has been withdrawn by the Holder in accordance with the terms of this Indenture; (8) that Notes must be surrendered to the Paying Agent or the office or agency referred to in Section 1002 to collect payment; (79) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly following on the later of (A) the Business Day following the Change in Control Purchase Date and (B) promptly following the time of surrender of such Note as described in clause (6) 8) above; (8) any other 10) the procedures the Holder must follow to exercise rights under this Section 3.12 1110 and a brief description of those rights; (11) briefly, the conversion rights of the Notes; and (912) the procedures for withdrawing a Change in Control Purchase Notice. (c) A Holder of affected Notes may exercise its rights specified in Section 3.12(a1110(a) upon delivery of a written notice of purchase (a “"Change in Control Purchase Notice”") to the Paying Agent or to the office or agency referred to in Section 1002 at any time prior to the close of business on the Change in Control Purchase Date, stating: (1) the certificate number of any Note in certificated form which such the Holder will deliver to be purchased; (2) the series and the portion of the principal amount Principal Amount of each Note of such series which such the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Note shall be purchased as of the Change in Control Purchase Date pursuant to the terms and conditions specified in paragraph 7 6 of the Notes Note and in this Indenture. Delivery Receipt of the Note (which may be in book-entry form in accordance with the procedures of the Depositary for a Global Note), whether prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements), to by the Paying Agent at the offices of the Paying Agent or by the office or agency referred to in Section 1002 shall be a condition to the receipt by such the Holder of the Change in Control Purchase Price therefor, together with accrued and unpaid interest through and including the Change in Control Purchase Date (subject to the right of Holders as of the immediate preceding Regular Record Date to receive such accrued and unpaid interest if the Change in Control Purchase Date is an Interest Payment Date); provided, however, that such Change in Control Purchase Price and accrued and unpaid interest shall be so paid pursuant to this Section 3.12 1110 only if each Note so delivered to the Paying Agent or such office or agency shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.121110, a portion of a Note if the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.12 1110 shall be consummated by the payment of cash to the Holder according to the second sentence of the first paragraph of Section 3.131111. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent or to the office or agency referred to in Section 1002 the Change in Control Purchase Notice contemplated by this Section 3.12(c1110(c) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to such office or agency in accordance with Section 3.131111. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof.