Common use of Repurchase of Securities Clause in Contracts

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Change of Control. ----------------------------- (a) In the event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Issuers to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on the date that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, to the Change of Control Purchase Date. (b) In the event that, pursuant to this Section 10.1, the Issuers shall be required to commence an offer to purchase Securities (a "Change of Control Offer"), the Issuers ----------------------- shall follow the procedures set forth in this Section 10.1 as follows: (1) the Change of Control Offer shall commence within 20 Business Days following the Change of Control Triggering Event; (2) the Change of Control Offer shall remain open for at least 20 Business Days; (3) within 5 Business Days following the expiration of a Change of Control Offer, the Issuers shall purchase all of the tendered Securities at the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any); (4) if the Change of Control Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer;

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon a Change of Control. ----------------------------- (a) In the event that a Change of Control Triggering Event occurs, the Issuer shall be required to commence an irrevocable and unconditional offer to purchase all outstanding Securities (a "Repurchase Offer"), and each Holder of Securities shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Issuers Issuer to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on the date (the "Repurchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event Control, at a cash price (the "Change of Control Purchase DateRepurchase Price"), at a ------------------------------- cash price ) equal to 101100% of the principal amount thereof (the "Change of Control Purchase Price")thereof, together with accrued and -------------------------------- unpaid interest to (and Liquidated Damages), if any, to but excluding) the Change of Control Purchase Repurchase Date. (b) In . The Issuer shall comply with the event that, pursuant to this Section 10.1, the Issuers shall be required to commence an offer to purchase Securities (a "Change of Control Offer"), the Issuers ----------------------- shall follow the following procedures set forth in this Section 10.1 as follows15.1 with respect to any such Repurchase Offer: (1a) the Change of Control Repurchase Offer shall commence within 20 25 Business Days following the a Change of Control Triggering EventControl; (2b) the Change of Control Repurchase Offer shall remain open for at least 20 Business DaysDays following its commencement (the "Repurchase Offer Period"). If required by applicable law, the Repurchase Date and the Repurchase Offer Period may be extended as so required; however, if so extended, it shall nevertheless constitute an Event of Default if the Repurchase Date does not occur within 60 Business Days of the Change of Control; (3c) within 5 Business Days following upon the expiration of a Change of Control Repurchase Offer, the Issuers Issuer shall purchase all of Securities tendered in response to the tendered Securities at the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any)Repurchase Offer; (4d) if the Change of Control Purchase Repurchase Date is on or after an interest payment record date and on or before the related interest payment dateInterest Payment Date, any accrued interest (and Liquidated Damages, if any) will be paid to the person Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders Holders who tender Securities pursuant to the Repurchase Offer; (e) the Issuer shall provide the Trustee with notice of the Repurchase Offer at least 5 Business Days before the commencement of any Repurchase Offer; and (f) on or before the commencement of any Repurchase Offer, the Issuer or the Trustee (upon the request and at the expense of the Issuer) shall send, by first-class mail, a notice to each of the Holders, which (to the extent consistent with this Indenture) shall govern the terms of the Repurchase Offer and shall state: (i) that the Repurchase Offer is being made pursuant to such notice and this Section 15.1 and that all Securities, or portions thereof, tendered will be accepted for payment; (ii) the Repurchase Price (including the amount of accrued and unpaid interest, if any), the Repurchase Date and the Repurchase Put Date (as defined in subsection (v) below); (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest, if any; (iv) that, unless the Issuer defaults in depositing Cash with the Trustee in accordance with the last paragraph of this clause (b) or such payment is prevented pursuant to Article Thirteen, any Security, or portion thereof, accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Repurchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the paying agent (which may not for purposes of this Section 15.1, notwithstanding anything in this Indenture to the contrary, be the Issuer or any Affiliate of the Issuer) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Repurchase Date and (b) the third Business Day following the expiration of the Repurchase Offer (such earlier date being the "Repurchase Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or in part, if the paying agent (which may not for purposes of this Section 15.1, notwithstanding anything in this Indenture to the contrary, be the Issuer or any Affiliate of the Issuer) receives, up to the close of business on the Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control Offer;Control. Any such Repurchase Offer shall comply with all applicable provisions of Federal and state laws, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Repurchase Date, the Issuer shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Repurchase Offer on or before the Repurchase Put Date, (ii) deposit with the paying agent Cash sufficient to pay the Repurchase Price (together with accrued and unpaid interest, if any) of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Issuer. The paying agent shall promptly mail to Holders of Securities so accepted payment in an amount equal to the Repurchase Price (together with accrued and unpaid interest, if any), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Securities surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce the results of the Repurchase Offer on or as soon as practicable after the Repurchase Date."

Repurchase of Securities. at Option (a) Solely with respect to the Notes, the following paragraph is added as new Section 13.1 under new Article Thirteen of the ----------------------------------------- Holder upon Change of Control. -----------------------------Indenture entitled “REPURCHASES”: (a) At the option of the Holder, the Issuer shall repurchase on July 15, 2008, 2009, 2012, 2017, 2022, 2027 and 2032 (each, a “Repurchase Date”) all or a portion of the Securities held by such Holder at a price in cash (the “Repurchase Price”) equal to 100% of the principal amount of Securities to be repurchased, plus accrued and unpaid interest, up to and including the calendar day immediately preceding the date on which payment of the Repurchase Price is made; provided that the Issuer shall pay the portion of such interest payable with respect to the interest period ending on the Repurchase Date to the Holder of record on the Record Date corresponding to such Repurchase Date, and the Issuer shall pay to the Holder submitting the Security for repurchase a price in cash equal to 100% of the principal amount of the Securities to be repurchased. (b) In connection with any repurchase of Securities pursuant to this Section 13.1, the event that a Change Issuer shall give written notice of Control Triggering Event occurs, the Repurchase Date to the Holders of the Securities (the “Issuer Repurchase Notice”). The Issuer Repurchase Notice shall be sent to the Trustee and to each Holder (and each beneficial owner if required by applicable law) not less than 30 days prior to each Repurchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repurchase pursuant to this Section 13.1 shall be determined by the Issuer, whose determination shall be final and binding. Each Issuer Repurchase Notice shall include a form of Repurchase Notice to be completed by a Holder and shall state: (i) the Repurchase Date, the Repurchase Price and the Conversion Rate; (ii) the name and address of the Trustee or the paying agent and the Conversion Agent; (iii) that Securities as to which a Repurchase Notice has been given may be converted only if the applicable Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (iv) that Securities must be surrendered to the Trustee or the paying agent (by effecting book entry transfer of the Securities or delivering definitive Securities, together with necessary endorsements, as the case may be) to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Securities as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly following the later of the Repurchase Date and the time of surrender of such Securities as described in clause (iv); (vi) the procedures the Holder must follow under this Section 13.1; (vii) that, unless the Issuer defaults in making payment of such Repurchase Price, interest on Securities covered by any Repurchase Notice will cease to accrue on and after the date so specified in Section 13.1(a) as the date after which interest ceases to accrue; (viii) the CUSIP number of the Securities; and (ix) the procedures for withdrawing a Repurchase Notice (as specified in Section 13.3). (c) At the Issuer’s request, which shall be made at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which the Issuer Repurchase Notice is to be given to the Holders in accordance with this Section 13.1, and at the Issuer’s expense, the Trustee shall give the Issuer Repurchase Notice in the Issuer’s name; provided that, in all cases, the text of the Issuer Repurchase Notice shall be prepared by the Issuer. (d) If any of the Securities is in the form of a Global Security, then the Issuer shall modify such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Securities. (e) Securities shall have be repurchased pursuant to this Section 13.1 at the rightoption of the Holder thereof upon: (i) delivery to the Issuer and the Trustee by the Holder of a written notice substantially in the form attached to the Security (a “Repurchase Notice”) at any time prior to the close of business on the Repurchase Date stating: (A) if the Security which the Holder will deliver to be repurchased is a Security in definitive form, at the certificate number of such Holder's optionSecurity, subject or if such Security is a Global Security, information in accordance with the Applicable Procedures; (B) the portion of the principal amount of the Security which the Holder will deliver to be repurchased, which portion must be in a principal amount of $1,000 or any integral multiple thereof; and (C) that such Security shall be repurchased as of the Repurchase Date pursuant to the terms and conditions of specified in this Indenture, to require the Issuers to repurchase all ; and (ii) delivery or any part book-entry transfer of such Holder's Securities Security to the Trustee or paying agent prior to, on or after the Repurchase Date (providedtogether with all necessary endorsements) at the offices of the Trustee or the paying agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided that the Repurchase Price shall be so paid pursuant to this Section 13.1 only if the Security so delivered to the Trustee or the paying agent shall conform in all material respects to the description thereof in the related Repurchase Notice. (f) The Issuer shall repurchase from the Holder thereof, pursuant to this Section 13.1, a portion of a Security if the principal amount of such Securities must be portion is $1,000 or an integral multiple thereof) on the date of $1,000. Provisions of this Indenture that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, apply to the Change repurchase of Control Purchase Dateall of a Security also apply to the repurchase of a portion of a Security. (bg) In Any repurchase by the event that, Issuer contemplated pursuant to the provisions of this Section 10.1, the Issuers 13.1 shall be required consummated by the delivery to commence an offer the Trustee or the paying agent of the Repurchase Price to purchase Securities (a "Change of Control Offer"), be received by the Issuers ----------------------- shall follow the procedures set forth in this Section 10.1 as follows: (1) the Change of Control Offer shall commence within 20 Business Days Holder promptly following the Change of Control Triggering Event; (2) the Change of Control Offer shall remain open for at least 20 Business Days; (3) within 5 Business Days following the expiration of a Change of Control Offer, the Issuers shall purchase all later of the tendered Securities at Repurchase Date and the Change time of Control Purchase Price, plus accrued interest delivery or book-entry transfer of the Security (and Liquidated Damages, if any); (4) if the Change of Control Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest (and Liquidated Damagestogether with all necessary endorsements, if any) will be paid to the person Trustee or the paying agent in whose name a Security is registered accordance with this Section 13.1. (h) Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee or the paying agent the Repurchase Notice contemplated by this Section 13.1 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on such record datethe Repurchase Date by delivery of a written notice of withdrawal to the Trustee or the paying agent, as applicable, at the principal office of the Trustee or the paying agent, as applicable, in accordance with Section 13.3. If the Trustee or the paying agent holds money sufficient to pay the Repurchase Price of a Security on the Repurchase Date in accordance with the terms of this Indenture, then, immediately after the Repurchase Date, the Security will cease to be Outstanding, whether or not the Security is delivered to the Trustee or the paying agent. Thereafter, all other rights of the Holder of a Security shall terminate, other than the right to receive the Repurchase Price upon delivery of the Security. (i) The Trustee or the paying agent shall promptly notify the Issuer of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (j) No Securities may be repurchased by the Issuer on a Repurchase Date pursuant to this Section 13.1 if the principal amount of the Securities has been accelerated, and no additional interest will be payable to Securityholders who tender Securities pursuant such acceleration has not been rescinded, on or prior to the Change Repurchase Date. The Trustee or the paying agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of Control Offer;an acceleration of the principal amount of the Securities (other than an acceleration resulting from a default in the payment of the Repurchase Price) in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.” (b) Solely with respect to the Notes, the following paragraph is added as new Section 13.2 under new Article 13 of the Indenture:

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Change of Control. -----------------------------. (a) In With respect to Securities of any series subject to repurchase in whole or in part at the event that option of the Holders thereof upon a Change of Control Triggering Event occurswith respect to the Company, if at any time there shall have occurred a Change of Control with respect to the Company, each Holder of Securities shall have the right, right at such Holder's option, subject to the terms and conditions of this Indenture, to require the Issuers Company to repurchase all or any part a portion of such Holder's Securities (provided, that the principal amount in denominations of such Securities must be $1,000 or an integral multiple multiples thereof) on the date that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash the purchase price equal to 101100% of the principal amount thereof plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"), together with accrued and -------------------------------- unpaid interest on the date (and Liquidated Damagesthe "Change of Control Purchase Date") that is 60 days after the date the Company's Change of Control Notice (as defined below) is mailed (or such later date as is required by law), if anysubject to substantial satisfaction by or on behalf of the Holder of the requirements set forth in Section 1402 (c). Promptly, but in any event within 30 days following any such Change of Control, the Company hereby convenants, with respect to any senior Indebtedness that would prohibit the repurchase of Securities by the Company in the event of such Change of Control, to: either (i) repay all such senior Indebtedness in full, in cash; or (ii) obtain the requisite consents under such senior Indebtedness or any agreement pursuant to which any such senior Indebtedness is issued to permit the repurchase of the Securities as provided below. The foregoing shall in no way limit the occurrence of an Event of Default, including an Event of Default arising from a default under the covenants of the second sentence of this Section 1402 (a) and the right to demand payment of the Securities upon acceleration thereafter. (b) Within 20 days after the occurrence of a Change of Control, the Company convenants that it shall mail a written notice of Change of Control (the "Change of Control Notice") by first-class mail to the Trustee and the Holders shall cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall state: (1) the events causing a Change of Control (specifying such event) and the date of such Change of Control; (2) the date by which the Change of Control Purchase Notice (as defined below) pursuant to this Section 1402 must be given; (3) the Change of Control Purchase Date; (4) the Change of Control Purchase Price; (5) the name and address of the Paying Agent and the conversion agent; (6) the conversion price and any adjustments thereto; (7) the procedures the Holder must follow to exercise rights under this Section 1402 and a brief description of such rights; and (8) the procedures for withdrawing a Change of Control Purchase Notice. -95- The Change of Control Notice shall also state whether or not the Company has satisfied its obligations to the holders of senior Indebtedness of the type referred to in Section 1402(a). If the Company is unable to satisfy such obligations, the Change of Control Notice shall also state that the Company is or will be in default under Section 501(2) of the Indenture, that receipt by the Company of one or more Change of Control Purchase Notices by Holders of at least 25% of the outstanding Securities of any Series will constitute a Notice of Default thereunder, and that the failure of the Company to cure such default within 60 days (or the then applicable time period) shall be an Event of Default allowing the Trustee or the Holders of not less than 25% in principal amount of the outstanding securities of any Series to declare the principal of all the Securities of such Series to be due and payable immediately. (bc) In the event that, pursuant to this A Holder may exercise its rights specified in Section 10.1, the Issuers shall be required to commence an offer to 1402(a) upon delivery of a written notice of purchase Securities (a "Change of Control OfferPurchase Notice")) to the Paying Agent at any time prior to the close of business on the Change of Control Purchase Date, the Issuers ----------------------- shall follow the procedures set forth in this Section 10.1 as followsstating: (1) the Change certificate number or numbers of Control Offer shall commence within 20 Business Days following the Change of Control Triggering EventSecurity or Securities which the Holder will deliver to be purchased; (2) the Change portion of Control Offer shall remain open for at least 20 Business Days;the principal amount of the Security or Securities of such series which the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof; and (3) within 5 Business Days following that such Security or Securities shall be repurchased pursuant to the expiration terms and conditions specified in this Article. The delivery of a Change of Control Offersuch Security or Securities to the Paying Agent prior to, the Issuers shall purchase all of the tendered Securities at the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any); (4) if on or after the Change of Control Purchase Date is on (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor; provided, however, that such Change of Control Purchase Price shall be so paid pursuant to this Section 1402 only if the Security or after an interest payment record date and on or before Securities so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related interest payment dateChange of Control Purchase Notice. The Company shall repurchase from the Holder thereof, pursuant to this Section 1402, a portion of a Security if the principal amount of such portion is $1,000 or an intergral multiple of $1,000. Any repurchase by the Company contemplated pursuant to the provisions of this Section 1402 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Change of Control Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any accrued interest (and Liquidated Damages, if any) will be paid Holder delivering to the person in whose name a Security is registered Paying Agent the Change of Control Purchase Notice contemplated by this Section 1402 shall have the right to withdraw such Change of Control Purchase Notice at any time prior to the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer;Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1402.

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Change of Control. ----------------------------- (a) In the event that a Change any of Control Triggering Event occursthe Underlying Shares are not sold within the Sale Period, each Holder of Securities the Friedli Group shall have xxx xxs best efforts to cause the rightConverting Holders to sell to the Company, at such Holder's optionand, subject to the terms and conditions of this Indentureset forth below, the Company agrees to repurchase from the Converting Holders, to require the Issuers fullest extent permitted by applicable law, any and all Converting Securities which were not converted into Underlying Shares (the "Repurchase Securities") at a purchase price (the "Repurchase Price") equal to the number of Underlying Shares that would have been issued upon Conversion multiplied by three dollars fifty cents ($3.50) per Share (the "Repurchases"). The Repurchase Price shall be payable in cash, certified check or wire transfer to an account designated by the particular Converting Holder at least two (2) days in advance of the Repurchase Closing Date (as hereinafter defined). In the event the Company is unable to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on the date that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")Repurchase Securities, together with accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, subject to the Change conditions hereof, it shall repurchase such of Control Purchase Datethe Repurchase Securities permitted by applicable law in the order of priority set forth in Section 9(c) hereof. (b) In The obligation of the event that, pursuant Company to this Section 10.1repurchase any and all Repurchase Securities is subject to the satisfaction of the following conditions: (i) through and as of the Repurchase Closing Date, the Issuers shall be required to commence an offer to purchase Securities Friedli Group shalx xxxx performed all of its obligations hereunder (a "Change of Control OfferFriedli Compliance"), (xx) through and as of the Issuers ----------------------- Repurchase Closing Date, all of the Holders shall follow have done and performed all acts with respect to which the procedures Friedli Group has axxxxx xo use its best efforts to cause the Holders to do and perform hereunder through and as of such date (including, without limitation, executing, delivering and complying with all of the provisions of all of the Holder Documents, placing the Sell Orders and maintaining the Permitted Holder Sell Orders in effect throughout the Sale Period) (collectively, "Holder Compliance"), (iii) neither the Friedli Group nor axx Xxxxer nor any Institution or Ultimate Beneficial Owner (as such terms are hereinafter defined) nor any Affiliate of any of the foregoing shall have commenced or maintained any action or proceeding similar in nature to the Bader Action (as hxxxxxafter defined) nor taken any actions which the Friedli Group has axxxxx xot to take pursuant to Section 12 hereof ("Bader Compliance"), (xx) as of the Repurchase Closing Date, the representations and warranties of the Friedli Group, anx xx xxch of the Holders as set forth in this the Holder Documents, shall be true and complete as if made at and as of such date, and (v) on or after the date hereof and prior to the Repurchase Outside Date (as hereinafter defined), the Company shall have obtained financing in an amount at least equal to the Repurchase Price, which financing does not prohibit the use thereof for making the Repurchases and is not obtained for a different particular purpose ("Permitted Financing"); provided, however, that, if the Company obtains Permitted Financing in an amount less than the Repurchase Price, subject to the conditions hereof, it shall be obligated to repurchase the Repurchase Securities, in the order of priority set forth in Section 10.1 as follows:9(c) hereof, to the extent of the Permitted Financing received. The Company shall use its best efforts to obtain such financing on terms reasonably satisfactory to it. (1c) The closing of the Change Repurchases provided for hereunder (the "Repurchase Closing") shall take place at the offices of Control Offer the Company on such date (the "Repurchase Closing Date") and at such time as shall commence within 20 Business Days following be indicated in a notice given not fewer than five (5) days in advance by the Change of Control Triggering Event; (2) Company to the Change of Control Offer Holders who own such Repurchase Securities, which Repurchase Closing Date shall remain open for at least 20 Business Days; (3) within 5 Business Days not be later than the day following the expiration of a Change the Sale Period (the "Repurchase Outside Date"). Upon the Repurchase of Control Offer, the Issuers shall purchase all of the tendered Repurchase Securities at the Change Repurchase Closing, the Company shall be entitled to retain and cancel (or, in the case of Control Purchase Pricethe Logitech Note, plus accrued interest make appropriate notation upon and then shall return) all certificates and instruments representing or constituting Repurchase Securities (other than Unrepurchased Securities (as hereinafter defined)) that were delivered to it pursuant to the provisions of Sections 2 through 6 hereof. (d) The parties agree that, in the event of a default on the part of the Company in its obligation to repurchase the Repurchase Securities, as liquidated damages and as the sole and exclusive remedy of the Friedli Group and xxx Xxlders for such default, the Company shall be obligated to pay to the Holders of the Repurchase Securities that were not repurchased (the "Unrepurchased Securities") an amount (the "Liquidated DamagesDamages Amount") equal to five and four- sevenths percent (5-4/7%) of the Repurchase Price thereof, such amount to be payable in equal monthly installments on the last day of each month over a three (3) year period commencing with the month in which the default occurs. In no event shall the Liquidated Damages Amount exceed, in the aggregate for all Holders, the sum of one million dollars ($1,000,000) (the "Cap"). In the event the Cap is applicable, a proportionate amount of the Cap shall be payable to the Holders of the Unrepurchased Securities, as provided for above, based upon the respective Repurchase Price thereof. The Company hereby acknowledges and agrees that the Liquidated Damages Amount is reasonable in light of the anticipated and actual harm, if any);, caused by such breach or default, the difficulties of proof of loss and damage, and the inconvenience and nonfeasibility of the other parties hereto or the Holders otherwise obtaining an adequate remedy. The Company hereby acknowledges and agrees that the Liquidated Damages Amount is not unreasonably large, under the circumstances, and that such amount does not constitute, and shall not be construed as, a penalty. (4e) if The certificates and instruments representing or constituting the Change of Control Purchase Date is on or after an interest payment record date Converting Securities that were not repurchased and on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid documents executed by the Holders with respect to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will Converting Securities that were not repurchased shall be payable to Securityholders who tender Securities pursuant returned to the Change Holders thereof by the Company no later than the Repurchase Outside Date. The certificates and instruments representing or constituting the Converting Securities that are returned to the Holders shall be identical to and shall have the same rights and preferences as the certificates and instruments representing or constituting the Notes and/or the Preferred Shares held by the Holders on the day before execution of Control Offer;this Agreement.

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon a Change of ----------------------------------------------------------------- Control. ------------------------------------ (a) In Subject to Section 11.2, in the event that a Change of Control Triggering Event occurs, each Holder of Securities the Company shall have the right, at such Holder's optionoffer, subject to the terms and conditions of this Indenture, to require the Issuers to repurchase purchase all or any part of such each Holder's Securities (provided, that the principal amount of such Securities must be $1,000 or an integral multiple thereof) on the date (the "Repurchase Date") that is no later than 45 Business Days (except as hereinafter provided) after the occurrence of such Change of Control Triggering Event Control, at a cash price (the "Change of Control Purchase DateRepurchase Price"), at a ------------------------------- cash price ) equal to 101100% of the principal amount thereof (the "Change of Control Purchase Price")thereof, together with accrued and -------------------------------- unpaid interest to (and Liquidated Damages), if any, to but excluding) the Change of Control Purchase Repurchase Date. (b) In the event that, pursuant to this Section 10.111.1, the Issuers Company shall be required to commence an offer to purchase Securities (a "Change of Control Repurchase Offer"), the Issuers ----------------------- Company shall follow the procedures set forth in this Section 10.1 11.1 as follows: (1) the Change of Control Repurchase Offer shall commence within 25 Business Days following a Change of Control; (2) the Repurchase Offer shall remain open for 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law, but in any case not more than 60 Business Days following the Change of Control Triggering Event; (2) the Change of Control "Repurchase Offer shall remain open for at least 20 Business DaysPeriod"); (3) within 5 Business Days following upon the expiration of a Change of Control Repurchase Offer, the Issuers Company shall purchase all of Securities tendered in response to the tendered Securities at the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any)Repurchase Offer; (4) if the Change of Control Purchase Repurchase Date is on or after an interest payment record date and on or before the related interest payment dateInterest Payment Date, any accrued interest (and Liquidated Damages, if any) will be paid to the person Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Repurchase Offer; (5) the Company shall provide the Trustee with written notice of the Repurchase Offer at least 5 Business Days before the commencement of any Repurchase Offer (or such shorter period that is satisfactory to the Trustee); and (6) on or before the commencement of any Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Repurchase Offer and shall state: (i) that the Repurchase Offer is being made pursuant to such notice and this Section 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment; (ii) the Repurchase Price (including the amount of accrued and unpaid interest, if any), the Repurchase Date and the Repurchase Put Date; (iii) that any Security, or portion thereof, not tendered and accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in depositing Cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented pursuant to Article XII, any Security, or portion thereof, accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Repurchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Repurchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Repurchase Date and (b) the third Business Day following the expiration of the Repurchase Offer (such earlier date being the "Repurchase Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) receives, up to the close of business on the Repurchase Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control Offer;Control. Any such Repurchase Offer shall comply with all applicable provisions of federal and state laws, including those regulating tender offers, if applicable, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Repurchase Date, the Company shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Repurchase Offer on or before the Repurchase Put Date, (ii) deposit with the Paying Agent Cash sufficient to pay the Repurchase Price (together with accrued and unpaid interest) of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to Holders of Securities so accepted payment in an amount equal to the Repurchase Price (together with accrued and unpaid interest), and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Securities surrendered. Any Securities 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 Repurchase Offer on or as soon as practicable after the Repurchase Date.

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon a Change of Control. -----------------------------. (a) In the event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Issuers Company to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such Securities purchased must be $1,000 or 76 an integral multiple thereof) on a date (the date "Change of Control Purchase Date") selected by the Company that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date")Control, at a ------------------------------- cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")) equal to 101% of the principal amount thereof, together with plus accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, to the Change of Control Purchase Date. (b) In the event that, pursuant to this Section 10.1of a Change of Control, the Issuers Company shall be required to commence an offer to purchase Securities (a "make the Change of Control Offer"), the Issuers ----------------------- shall follow the procedures set forth in this Section 10.1 Offer as follows: (1) the Change of Control Offer shall commence within 20 15 Business Days following the occurrence of the Change of Control Triggering EventControl; (2) the Change of Control Offer shall remain open for at least not less than 20 Business DaysDays following its commencement (the "Change of Control Offer Period"); (3) within 5 Business Days following upon the expiration of a the Change of Control OfferOffer Period, the Issuers Company shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and unpaid interest (and Liquidated Damages, if any)thereon; (4) if the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least three Business Days before the commencement of any Change of Control Offer; and (5) on or before the commencement of any Change of Control Offer, the Company or the Registrar (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state: (i) that the Change of Control Offer is being made pursuant to such notice and this Section 10.1 and that all Securities, or portions thereof, tendered will be accepted for payment; (ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as hereinafter defined); (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in depositing Cash with the Paying Agent in accordance with the last paragraph of this Article X or the payment to Holders is on prevented or after an interest payment record date and on or before the related interest payment dateprohibited (including, without limitation, pursuant to Article XII hereof), any accrued interest (and Liquidated DamagesSecurity, if any) will be paid to the person in whose name a Security is registered at the close of business on such record dateor portion thereof, and no additional interest will be payable to Securityholders who tender Securities accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest on and after the Change of Control Purchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, 77 with the form entitled "Option of Holder to Elect Purchase" on the Security completed (or, in the case of Global Securities, to effect such surrender in accordance with the Depositary's procedures), to the Paying Agent (which may not for purposes of this Section 10.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of the date (which shall be specified in such notice) which is (a) the third Business Day prior to the Change of Control Purchase Date and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Xxxxxx is withdrawing his election to have such principal amount of Securities purchased; (vii) that Holders who surrender Securities for purchase only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and (viii) a brief description of the events resulting in such Change of Control. Any such Change of Control Offer shall be made in compliance with all applicable Federal and state laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and all other applicable Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered pursuant to the Change of Control Offer on or before the Change of Control Put Date, (ii) deposit with the Paying Agent Cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) for all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to Holders of Securities so accepted (or, in the case of Securities held in book-entry form through the Depositary, will deliver in accordance with the Depositary's procedures as then in effect) payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest), for such Securities, and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver to such Holders (or deliver in accordance with the Depositary's procedures, as the case may be) new Securities equal in principal amount to any unpurchased portion of the Securities surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered (or delivered in accordance with the Depositary's procedures, as the case may be) by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change of Control or, except as directed by the Company, to give notice to the Securityholders with respect thereto. The Trustee may conclusively assume, in the absence of written notice to the contrary from the Company, that no Change of Control has occurred.

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon a ------------------------------------------------------- Change of Control. ---------------------------------------------- (a) In the event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the right, at such Holder's option, subject to the terms and conditions of this Indenture, to require the Issuers Company to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such -------- Securities must be $1,000 or an integral multiple thereof) on the date (the "Repurchase Date") that is no later than 45 40 Business Days after the occurrence of such Change of Control Triggering Event Control, at a cash price (the "Change of Control Purchase DateRepurchase Price"), at a ------------------------------- cash price ) equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")thereof, together with accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, to the Change of Control Purchase Repurchase Date. (b) In the event that, pursuant to this Section 10.111.1, the Issuers Company shall be required to commence an offer to purchase Securities (a "Change of Control Repurchase Offer"), the Issuers ----------------------- Company shall follow the procedures set forth in this Section 10.1 11.1 as follows: (1) the Change of Control Repurchase Offer shall commence within 15 Business Days following a Change of Control; (2) the Repurchase Offer shall remain open for 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law, but in any case not more than 60 Business Days following the Change of Control Triggering Event; (2) the Change of Control "Repurchase Offer shall remain open for at least 20 Business DaysPeriod"); (3) within 5 Business Days following upon the expiration of a Change of Control Repurchase Offer, the Issuers Company shall purchase all of Securities tendered in response to the tendered Securities at the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any)Repurchase Offer; (4) if the Change of Control Purchase Repurchase Date is on or after an interest payment record date and on or before the related interest payment dateInterest Payment Date and Damage Payment Date, any accrued interest (and Liquidated Damages, if any) Damages will be paid to the person Person in whose name a Security is registered at the close of business on such record date, and no additional interest or Liquidated Damages will be payable to Securityholders who tender Securities pursuant to the Change of Control Repurchase Offer; (5) the Company shall provide the Trustee with notice of the Repurchase Offer at least 5 Business Days before the commencement of any Repurchase Offer; and (6) on or before the commencement of any Repurchase Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Repurchase Offer and shall state:

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon ----------------------------------------------------- Change of Control. ---------------------------------------------- (a) In the event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the rightright pursuant to an irrevocable, unconditional offer by the Company (the "Change of Control Offer"), at such Holder's option, subject to the terms and conditions of this Indenture, to require the Issuers Company to repurchase all or any part portion of such Holder's Securities Notes (provided, that the principal amount of such Securities Notes at maturity must be $1,000 or an integral multiple thereof) on the date that is no later than 45 35 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Payment Date"), at a ------------------------------- cash price (the "Change of Control Offer Price") equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")thereof, together with plus accrued and -------------------------------- unpaid interest (to and Liquidated Damages), if any, to including the Change of Control Purchase Payment Date. (b) In the event that, pursuant to this Section 10.112.1, the Issuers Company shall be required to commence an offer a Change of Control Offer, the Company (or the Trustee, upon the request and at the expense of the Company) shall, within 10 Business Days following a Change of Control, commence a Change of Control Offer by sending written notice by first-class mail to purchase Securities each Holder at its registered address, with a copy to the Trustee, of the commencement of such Change of Control Offer. The Company shall use its best efforts to provide the Trustee with notice of the Change of Control Offer at least 5 Business Days before the commencement of any Change of Control Offer. A Change of Control Offer shall remain open for 20 Business Days following its commencement, except to the extent that a longer period is expressly required by applicable law (a the "Change of Control OfferOffer Period"). On or prior to the date of the expiration of the Change of Control Offer Period (the "Change of Control Put Date"), the Issuers ----------------------- shall follow the procedures Holders electing to have a Security (or portion thereof) purchased pursuant to a Change of Control Offer must surrender their Security as set forth in Section 12.1(b)(5) below. On or prior to the Change of Control Payment Date, the Company shall purchase all Notes tendered in accordance with the terms hereof in response to the Change of Control Offer. The notice to the Holders shall contain all information, instructions and materials required by applicable law or otherwise material to such Holders' decision to tender Securities pursuant to the Change of Control Offer. The notice (to the extent consistent with this Section 10.1 as followsIndenture) shall govern the terms of the Change of Control Offer and shall state: (1) that the Change change of Control Offer shall commence within 20 Business Days following the Change of Control Triggering Eventis being made pursuant to such notice and this Section 12.1; (2) the Change of Control Offer shall remain open for at least 20 Business DaysPrice (including the amount of accrued and unpaid interest), the Change of Control Put Date and the Change of Control Payment Date; (3) within 5 Business Days following the expiration of a Change of Control Offer, the Issuers shall purchase all of the that any Security or portion thereof not tendered Securities at the Change of Control Purchase Price, plus accrued or accepted for payment will continue to accrue interest (and Liquidated Damages, if any)interest is then accruing; (4) if the Change of Control Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer;

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon a Change of Control. -----------------------------. (a) In the event that a Change of Control Triggering Event occurshas occurred, each Holder of Securities shall will have the right, at such Holder's option, subject pursuant to an irrevocable and unconditional offer by the terms and conditions Company (the "Change of this IndentureControl Offer"), to require the Issuers Company to repurchase all or any part of such Holder's Securities (provided, that the equal to $1,000 principal amount of such Securities must be $1,000 or an integral multiple thereof) of such Holder's Securities, on a date (the date "Change of Control Purchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")) equal to 101% of the aggregate principal amount thereof, together with any accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, to the Change of Control Purchase Date. The Change of Control Offer shall be made within 30 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall purchase all Securities properly tendered in response to the Change of Control Offer. (b) In the event that, pursuant to this Section 10.111.1, the Issuers Company shall be required to commence such an offer to purchase Securities (a "Change of Control Offer"), the Issuers ----------------------- Company shall follow the procedures set forth in this Section 10.1 11.1 as follows: (1) the Company shall provide the Trustee with notice of the Change of Control Offer shall commence within 20 at least 5 Business Days following before the commencement of any Change of Control Offer; and (2) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Holders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Triggering EventOffer and shall state: (i) that the Change of Control Offer is being made pursuant to such notice and this Section 11.1 and that all Securities, or portions thereof, tendered will be accepted for payment; (2ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest), the Change of Control Purchase Date and the Change of Control Put Date (as defined below); (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the last paragraph of this clause (b) or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall remain open for at least 20 Business Days; (3) within 5 Business Days following the expiration of a Change of Control Offer, the Issuers shall purchase all of the tendered Securities at cease to accrue interest after the Change of Control Purchase Price, plus accrued interest (and Liquidated Damages, if any)Date; (4v) if that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the earlier of (a) the third Business Day prior to the Change of Control Purchase Date is on and (b) the third Business Day following the expiration of the Change of Control Offer (such earlier date being the "Change of Control Put Date"); (vi) that Holders will be entitled to withdraw their election, in whole or after an interest payment record date and on or before the related interest payment date, any accrued interest (and Liquidated Damagesin part, if any) will be paid the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the person in whose name a Security is registered at contrary, be the Company or any Affiliate of the Company) receives, up to the close of business (5:00 p.m. New York Time) on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such record dateHolder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. On or before the Change of Control Purchase Date, the Company will (i) accept for payment Securities or portions thereof properly tendered and no additional interest will be payable to Securityholders who tender Securities not properly withdrawn pursuant to the Change of Control Offer;, (ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest) of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased by the Company. The Paying Agent promptly will deliver to the Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with any accrued and unpaid interest), and the Trustee will promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will announce publicly the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws and the Company may modify a Change of Control Offer to the extent necessary to effect such compliance.

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon ----------------------------------------------------- Change of Control. ----------------------------------------------- (a) In the event that a Change of Control Triggering Event (the date on which such event occur being referred to as the "Change of Control Date") occurs, each Holder of Securities shall have the right, at such Holder's option, subject to the terms and conditions of this Indenturehereof, to require the Issuers Company to repurchase all or any part of such Holder's Securities Notes (provided, that the principal amount of such Securities Notes at maturity must be $1,000 or an integral multiple thereof) on the date that is no later than 45 30 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Payment Date"), at a ------------------------------- cash price (the "Change of Control Offer Price") equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")thereof, together with plus accrued and -------------------------------- unpaid interest (and Liquidated Damages)interest, if any, to the Change of Control Purchase Payment Date. (b) In the event that, pursuant to this Section 10.111.1, the Issuers Company shall be required to commence an offer to purchase Securities Notes (a "Change of Control Offer"), the Issuers ----------------------- Company shall follow the procedures set forth in this Section 10.1 11.1 as follows: (1) the Change of Control Offer shall commence within 20 10 Business Days following the Change of Control Triggering EventDate; (2) the Change of Control Offer shall remain open for at least 20 Business DaysDays and no longer, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period"); (3) within 5 Business Days following the expiration of a Change of Control OfferOffer (and in any event not later than 35 Business Days following the Change of Control Date), the Issuers Company shall purchase all of the tendered Securities at the Change of Control Purchase Price, plus Offer Price together with accrued interest (and Liquidated Damages, if any)to the Change of Control Payment Date; (4) if the Change of Control Purchase Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid to the person Person in whose name a Security is registered at the close of business on such record date, and no additional interest (including Contingent Payments) will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer and who are paid on the Change of Control Payment Date; (5) the Company shall provide the Trustee with notice of the any Change of Control Offer; and (6) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 11.1; (ii) the Change of Control Offer Price (including the amount of accrued and unpaid interest), the Change of Control Payment Date and the Change of Control Put Date (as defined below); (iii) that any Security or portion thereof not tendered or accepted for payment will continue to accrue interest (including Contingent Payments); (iv) that, unless (a) the Company defaults in depositing U.S. Legal Tender with the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) in accordance with the last paragraph of this clause (b) or (b) such Change of Control payment is prevented for any reason, any Security or portion thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest (including Contingent Payments) after the Change of Control Payment Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 11.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the close of business on the fifth Business Day prior to the Change of Control Payment Date (the "Change of Control Put Date"); (vi) that Holders will be entitled to withdraw their elections, in whole or in part, if the Paying Agent (which, for purposes of this Section 11.1, notwithstanding any other provision of this Indenture, may not be the Company or an Affiliate of the Company) receives, up to the close of business on the Change of Control Put Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and

Repurchase of Securities. at Option of the ----------------------------------------- Holder upon Upon a Change of Control. -----------------------------. (a) In the event that a Change of Control Triggering Event occurs, each Holder of Securities shall have the right, at such Holder's option, pursuant to an irrevocable and unconditional offer by the Company or Finance (the "Change of Control Offer") subject to the terms and conditions of this Indenture, to require the Issuers to repurchase all or any part of such Holder's Securities (provided, that the principal amount of such Securities at maturity must be $1,000 or an integral multiple thereof) on a date selected by the date Issuers that is no later than 45 35 Business Days after the occurrence of such Change of Control Triggering Event (the "Change of Control Purchase Date"), at a ------------------------------- cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price")) equal to 101% of the principal amount thereof, together with plus (subject to the right of Holders of record on a Record Date to receive interest due on an Interest Payment Date that is on or prior to such repurchase date and subject to clause (b)(4) below) accrued and -------------------------------- unpaid interest (and Liquidated Damages), if any, to the Change of Control Purchase Date. (b) In the event that, pursuant to this Section 10.1of a Change of Control, the Issuers Company or Finance shall be required to commence an offer to purchase Securities (a "Change of Control Offer"), the Issuers ----------------------- shall follow the procedures set forth in this Section 10.1 ) as follows: (1) the Change of Control Offer shall commence within 20 10 Business Days following the occurrence of the Change of Control Triggering EventControl; (2) the Change of Control Offer shall remain open for at least not less than 20 Business DaysDays following its commencement (the "Change of Control Offer Period"); (3) within 5 Business Days following upon the expiration of a the Change of Control OfferOffer Period, the Issuers shall purchase all of the properly tendered Securities at the Change of Control Purchase Price, plus accrued and unpaid interest (and Liquidated Damages, if any)thereon; (4) if the Change of Control Purchase Date is on or after an interest payment record date a Record Date and on or before the related interest payment date, any accrued interest (and Liquidated Damages, if any) will be paid to the person Person in whose name a Security is registered at the close of business on such record dateRecord Date, and no additional interest will be payable to Securityholders who tender Securities pursuant to the Change of Control Offer; (5) the Issuers shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least three Business Days before the commencement of any Change of Control Offer; and (6) on or before the commencement of any Change of Control Offer, the Company, Finance or the Registrar (upon the request and at the expense of the Issuers) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state: (i) that the Change of Control Offer is being made pursuant to such notice and this Section 9.1 and that all Securities, or portions thereof, tendered will be accepted for payment; (ii) the Change of Control Purchase Price (including the amount of accrued and unpaid interest, subject to clause (b)(4) above) and the Change of Control Purchase Date; (iii) that any Security, or portion thereof, not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in depositing Cash with the Paying Agent in accordance with the last paragraph of this Article IX or such payment is prevented, any Security, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; (v) that Holders electing to have a Security, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 9.1, notwithstanding anything in this Indenture to the contrary, be either of the Issuers or any Affiliate of the Issuers) at the address specified in the notice prior to the expiration of the Change of Control Offer; (vi) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent (which may not for purposes of this Section 9.1, notwithstanding anything in this Indenture to the contrary, be either of the Issuers or any Affiliate of the Issuers) receives, up to the close of business on the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder is withdrawing and a statement that such Holder is withdrawing his election to have such principal amount of Securities purchased; and (vii) a brief description of the events resulting in such Change of Control. The Issuers agree that any such Change of Control Offer shall be made in compliance with all applicable Federal and state laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. On or before the Change of Control Purchase Date, the Issuers shall (i) accept for payment Securities or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent Cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) of all Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate listing the Securities or portions thereof being purchased. The Paying Agent promptly shall mail to Holders of Securities so accepted payment in an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) for such Securities, and the Trustee or its authenticating agent shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided, however, that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.