Common use of Repurchase of Notes at the Option of Holders Clause in Contracts

Repurchase of Notes at the Option of Holders. (a) Upon a Change of Control, any Holder of Notes will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject to the terms of, the Indenture. (b) If the Company or any Restricted Subsidiary consummates an Asset Sale, the Company shall promptly commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Excess Proceeds Offer") pursuant to Section 4.06 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness 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, if any, thereon, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Repurchase of Notes at the Option of Holders. (a) Upon a Change of Control, any Holder of Notes will Noteholders shall have the right, subject right to certain conditions specified in require the Indenture, to cause the Company Issuer to repurchase all their Notes for cash, in whole or any in part (in principal amounts of the Notes of such Holder $1,000 and integral multiples thereof) on January 15, 2011, December 15, 2015, December 15, 2020, December 15, 2025 and December 15, 2030 (each, a “Repurchase Date”), at a purchase repurchase price equal to 101100% of the principal amount of the Notes to be repurchased being repurchased, plus accrued and unpaid interestinterest to, but excluding, the Repurchase Date; provided that if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is an Interest Payment Date falls on or prior to the date Repurchase Date, then, with respect to any Note in respect of purchase) as provided inwhich the holder thereof shall have submitted a Repurchase Notice, and subject the interest payable on such Interest Payment Date shall be paid to the terms of, holder of record of such Note on the Indentureapplicable Record Date instead of the holder surrendering such Note for repurchase on such Repurchase Date. (b) If On or before the Company or any Restricted Subsidiary consummates an Asset Saletwentieth (20th) Business Day immediately preceding each Repurchase Date, the Company Issuer shall promptly commence a pro rata offer mail or cause to all Holders of Notes and be mailed to all holders of other Indebtedness that is pari passu with the Notes containing provisions similar record on such date (and to those beneficial owners as required by applicable law) an Issuer Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver a copy of the Indenture with respect Issuer Repurchase Notice to offers the Trustee and the Paying Agent at such time as it is mailed to purchase Noteholders. In addition to the mailing of such Issuer Repurchase Notice, the Issuer shall disseminate a press release through Dow Jxxxx & Company, Inc., Bloomberg Business News or redeem with a substantially similar news organization containing the proceeds information specified in such notice and publish such information in a newspaper of sales general circulation in The City of assets (an "Excess Proceeds Offer") New York, on the Issuer’s web site, or through such other public medium as the Issuer shall deem appropriate at such time. No failure of the Issuer to give the foregoing notices and no defect therein shall limit the Noteholders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 4.06 3.06. (c) In order to exercise the repurchase right, the holder must deliver a Repurchase Notice to the Paying Agent, during the period beginning at the opening of business on the date that is twenty (20) Business Days prior to the applicable Repurchase Date and ending at the close of business on the applicable Repurchase Date. Such Repurchase Notice shall state: (A) the certificate number (if the Note is in certificated form) of the Indenture Note which the holder will deliver to purchase be repurchased, (B) the maximum portion of the principal amount of the Note which the holder will deliver to be repurchased, in multiples of $1,000; provided that the remaining principal amount of Notes is in an authorized denomination and (C) that such other pari passu Indebtedness that may Note shall be purchased out repurchased as of the Excess Proceeds at an offer price Repurchase Date pursuant to the terms and conditions specified in cash the Note and in an amount equal this Indenture. Any Repurchase Notice provided in respect of a beneficial interest in a Global Note shall be required to 100% comply with the applicable procedures of the Depositary. (d) The Issuer, if so requested, shall repurchase from the holder thereof, pursuant to this Section 3.06, a portion of a Note, if the principal amount thereof plus accrued and unpaid interest, if any, thereon, of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the date repurchase of purchase in accordance all of a Note also apply to the repurchase of such portion of such Note. (e) Notwithstanding the foregoing, no Notes may be repurchased by the Issuer pursuant to this Section 3.06 if there has occurred and is continuing an Event of Default with respect to the procedures set forth Notes (other than a default in the Indenture. If payment of the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated repurchase price for repurchase of Notes, the Trustee shall select the Notes to be purchased on repurchased). (f) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repurchase shall be determined by the Issuer, whose determination shall be final and binding absent manifest error. (g) Payment of the repurchase price for a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Excess Proceeds Offer from the Company prior to any related purchase date Note for which a Repurchase Notice has been delivered and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse not withdrawn is conditioned upon book-entry transfer or delivery of the Notes, together with necessary endorsements, to the Paying Agent. Such repurchase price shall be paid to such holder, subject to receipt of funds and/or Notes by the Paying Agent, within two (2) Business Days following the later of (x) the Repurchase Date with respect to such Note (provided the holder has satisfied the conditions in this Section 3.06) and (y) the time of book-entry transfer or delivery of such Note or beneficial interest therein to the Paying Agent by the holder thereof.

Repurchase of Notes at the Option of Holders. (a) Upon a Change of Control, any Each Holder of Notes will shall have the right, subject to certain conditions specified in the Indentureat such Holder’s option, to cause require the Company to repurchase for cash all of such Holder’s Notes, or any part portion thereof that is a multiple of $1,000 principal amount, on December 1, 2016 (the “2016 Repurchase Date”), at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, including any Additional Interest, to but excluding, the Repurchase Date (the “2016 Repurchase Price”); provided, however, that if the Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any (plus Additional Interest, if any), on such Interest Payment Date to the Holder of record at a purchase price equal to 101the close of business on the corresponding Regular Record Date and the 2016 Repurchase Price will be 100% of the principal amount of the Notes to be repurchased. Any notes repurchased plus accrued and unpaid interestby the Company will be paid for in cash. Repurchases of Notes under this Section 16.05 shall be made, if anyat the option of the Holder thereof, upon: (i) delivery to the date Paying Agent by a Holder of purchase a notice (subject to the right of Holders of record “2016 Repurchase Notice”) in the form set forth on the relevant record date to receive interest due on reverse of the relevant interest payment date that is Note as Exhibit H thereto on or prior to the date Business Day immediately preceding the 2016 Repurchase Date; provided, however, that if the Notes are not in certificated form, the 2016 Repurchase Notice must comply with Applicable Procedures; and (ii) delivery or book-entry transfer of purchase) as provided in, and subject the Notes to the terms ofPaying Agent on or prior to the Business Day immediately preceding the 2016 Repurchase Date (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent, such delivery being a condition to receipt by the Holder of the 2016 Repurchase Price therefor. The 2016 Repurchase Notice shall state: (A) if certificated, the Indenture.certificate numbers of Notes to be delivered for repurchase; (bB) If the Company or any Restricted Subsidiary consummates an Asset Sale, the Company shall promptly commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Excess Proceeds Offer") pursuant to Section 4.06 portion of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness to be repurchased, which must be $1,000 principal amount or an integral multiple of $1,000 in excess thereof; and (C) that may the Notes are to be purchased out repurchased by the Company pursuant to the applicable provisions of the Excess Proceeds at an offer price in cash in an amount equal Notes and this Indenture. Any repurchase by the Company contemplated pursuant to 100% the provisions of this Section 16.05 shall be consummated by the payment of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of purchase in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" 2016 Repurchase Price on the reverse later of the Notes2016 Repurchase Date and the time of the book-entry transfer or delivery of the Note as described in Section 16.07(a).