Common use of Repurchase upon Change in Control Clause in Contracts

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off), each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment Date”). A written notice of such Change of Control will be sent within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon (a) In the occurrence of event that a Change of in Control (other than in connection with as hereinafter defined) shall occur, then the Spin-Off), each Holder holder of this Security shall have the right, subject to the terms and conditions set forth in the Indentureat such holder's option, to require the Issuer Company to repurchase its Notes in cash pursuant repurchase, and upon the exercise of such right the Company shall repurchase, this Security, or any portion of the principal amount hereof that is equal to $1,000 or any integral multiple thereof, on the date (the "Repurchase Date") that is 30 days after the date on which the Company gives notice thereof to the offer described in the Indenture holder of this Security, at a purchase price equal to 101% of the principal amount thereofof this Security to be repurchased, plus interest accrued to the Repurchase Date (the "Repurchase Price"); provided, however, that installments of interest on this Security whose stated maturity is on or prior to the Repurchase Date shall be payable to the holder of this Security, or one or more predecessor Securities, registered as such on the relevant Record Date according to their terms. The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two days of the occurrence thereof. (b) To exercise a repurchase right, the holder shall deliver to the Company on or before the 5th day prior to the Repurchase Date, together with this Security, written notice of the holder's exercise of such right, which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Repurchase Date. (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash, together with accrued and unpaid interest to the date Repurchase Date; provided, however, that installments of purchase (the “Change of Control Payment Date”). A written notice of such Change of Control will be sent within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and interest that mature on or prior to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which Repurchase Date shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer defaults payable in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completedcash, to the Paying Agent holders of this Security, or one or more predecessor Securities, registered as such at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;relevant regular record date. (6d) that Holders will be entitled to withdraw their election if the Paying Agent receives, If this Security (or portion thereof) is surrendered for repurchase and is not later than 5:00 p.m., New York City time, so paid on the second Business Day preceding the Change of Control Payment Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of this Security (or such portion hereof, as the Notes case may be) shall, until paid, bear interest to the Holder delivered extent permitted by applicable law from the Repurchase Date at the rate per annum borne by this Security, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for. (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for purchase delivery to the holder without service charge, a new Security or Securities, containing identical terms and a statement that such Holder is withdrawing his election conditions, each in an authorized denomination in aggregate principal amount equal to have such Note purchasedand in exchange for the unrepurchased portion of the principal of the Security so surrendered. (f) For purposes of this Section 2 (1) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934; and (72) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of: (i) the circumstances acquisition by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors (any shares of voting stock of which such person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or (ii) any consolidation or merger of the Company with or into, any other person, any merger of another person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another person (other than (a) any such transaction (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock and relevant facts regarding (y) pursuant to which holders of Common Stock immediately prior to such Change transaction have the entitlement to exercise, directly or indirectly, 50% or more of Controlthe total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving person immediately after such transaction and (b) any merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock into solely shares of common stock).

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Supplemental Indenture, to require the Issuer Company to repurchase its Notes in cash pursuant to the offer described in the Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest interest, to the date of purchase (the “Change of Control Payment DatePayment”). A written notice of such Change of Control will be sent mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Supplemental Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer Company to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest interest, and Additional Interest, if any, to the date of purchase (the “"Change of Control Payment Date”Payment"). ------------------------- A written notice of such Change of Control will be sent mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer Company to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest interest, to the date of purchase (the “"Change of Control Payment Date”Payment"). A written notice of such Change of Control will be sent mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer Company to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest interest, and Additional Interest, if any, to the date of purchase (the “Change of Control Payment DatePayment”). A written notice of such Change of Control will be sent mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Supplemental Indenture, to require the Issuer Company to repurchase its Notes in cash pursuant to the offer described in the Supplemental Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest interest, to the date of purchase (the “Change of Control Payment DatePayment”). A written notice of such Change of Control will be sent within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Supplemental Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer Company to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT"). A written notice of such Change of Control will be sent mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon In the occurrence event of a any Change of in Control and if the Notes are rated below BBB- (other than in connection with the Spin-Off)or an equivalent rating) by Standard & Poor's or below Baa3 (or an equivalent rating) by Moody's at such time, each Holder shall of a Note will have the right, at suxx Xxxxer's option, subject to the terms and conditions set forth in of the Indenture, to require the Issuer Company to repurchase its all or any part of such Holder's Notes (a "Required Repurchase") on a date selected by the Company that is no earlier than 60 days nor later than 90 days (the "Change in Control Purchase Date") after mailing of written notice by the Company of the occurrence of such Change in Control, at a repurchase price payable in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, of such Notes plus accrued and unpaid interest (including additional interest), if any, thereon to the Change in Control Purchase Date (the "Change in Control Purchase Price"). Within 30 days after the date of purchase (the “Change of in Control Payment Date”). A written notice of such Change of Control will be sent within 30 days after any Change of Control occurs for which a Required Repurchase is applicable, the Company shall mail to each Holder of a Note a notice regarding the Change in Control, which notice shall state, among other things: (I) that a Change in Control has occurred and that each such Holder has the right to require the Company to repurchase all or any part of such Holder's Notes at the Change in Control Purchase Price; (II) the Change in Control Purchase Price; (III) the Change in Control Purchase Date; (IV) the name and address of the Paying Agent; and (V) the procedures that Holders must follow to cause the Notes to be repurchased. To exercise this right, a Holder must deliver a written notice (the "Change in Control Purchase Notice") to the Paying Agent at its last address as it appears corporate trust office in New York, New York, or any other office of the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable Paying Agent maintained for such Holders to tender Notes pursuant purposes, not later than 30 days prior to the Change of in Control OfferPurchase Date. Such notice The Change in Control Purchase Notice shall state: (1I) that the Change of Control Offer is being made pursuant to Section 4.11 portion of the Indenture and that all principal amount of any Notes tendered will to be accepted for paymentrepurchased, which must be $1,000 or an integral multiple thereof; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3II) that any Note not tendered will continue such Notes are to accrue interest if interest is then accruing; (4) that, unless be repurchased by the Issuer defaults in making payment therefor, any Note accepted for payment Company pursuant to the applicable change-in-control provisions of the Indenture; and (III) unless the Notes are represented by one or more global notes, the certificate numbers of the Notes to be repurchased. Any Change in Control Purchase Notice may be withdrawn by the Holder by a written notice of Control Offer shall cease withdrawal delivered to accrue interest after the Paying Agent not later than three Business Days prior to the Change in Control Purchase Date. The notice of Control Payment Date; (5) that Holders electing withdrawal shall state the principal amount and, if applicable, the certificate numbers of the Notes as to have a Note purchased pursuant which the withdrawal notice relates and the principal amount, if any, which remains subject to a Change of in Control Offer Purchase Notice. If a Note is represented by a global note, the Depositary or its nominee will be required the holder of such Note and therefore will be the only entity that can require the Company to surrender repurchase Notes upon a Change in Control. To obtain repayment pursuant to this Section 209 with respect to such Note upon a Change in Control, the beneficial owner of such Note must provide to the broker or other entity through which it holds the beneficial interest in such Note: (I) the Change in Control Purchase Notice signed by such beneficial owner, with the form entitled “Option and such signature must be guaranteed by a member firm of Holder to Elect Purchase” on the reverse a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States and (II) instructions to such broker or other entity to notify the Depositary of such beneficial owner's desire to cause the Company to repurchase such Notes pursuant to this Section 209. Such broker or other entity shall provide to the Paying Agent (1) a Change in Control Purchase Notice received from such beneficial owner and (2) a certificate satisfactory to the Paying Agent from such broker or other entity that it represents such beneficial owner. Payment of the Change in Control Purchase Price for a Note completedin registered, certificated form (a "Certificated Note") for which a Change in Control Purchase Notice has been delivered and not withdrawn is conditioned upon delivery of such Certificated Note (together with necessary endorsements) to the Paying Agent at the address specified its office in the notice prior to the close New York, New York, or any other office of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receivesmaintained for such purpose, not later than 5:00 p.m., New York City timeat any time (whether prior to, on or after the second Change in Control Purchase Date) after the delivery of such Change in Control Purchase Notice. Payment of the Change in Control Purchase Price for such Certificated Note will be made promptly following the later of the Change in Control Purchase Date and the time of delivery of such Certificated Note. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Change in Control Purchase Price of a Note on the Business Day preceding following the Change of in Control Payment DatePurchase Date for such Note, a facsimile transmission then, on and after such date, interest on such Note will cease to accrue, whether or letter setting forth not such Note is delivered to the name Paying Agent, and all other rights of the Holder, Holder shall terminate (other than the principal amount right to receive the Change in Control Purchase Price upon delivery of the Note). The Company shall comply with the provisions of Regulation 14E and any other tender offer rules under the Exchange Act, which may then be applicable in connection with any offer by the Company to repurchase the Notes at the Holder delivered for purchase option of Holders upon a Change in Control. No Note may be repurchased by the Company as a result of a Change in Control if there has occurred and is continuing an Event of Default (other than a statement that such Holder is withdrawing his election default in the Payment of the Change in Control Purchase Price with respect to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of ControlNotes).

Repurchase upon Change in Control. Upon the occurrence acquisition by a Person or group of a Change of Control Persons acting in concert (other than a company whose shareholders are or are to consist substantially of existing shareholders of the Company) of a majority of the voting shares (including warrants or rights to purchase or exchange for voting shares) of the Company, referred to as a “Change in connection with Control,” the Spin-Off), each Holder shall of this Security will have the right, subject to but not the terms and conditions set forth in the Indentureobligation, to require the Issuer Company to repurchase its Notes in cash pursuant repurchase, and the Company will have the right, but not the obligation, to require the Holder of this Security to sell to the offer described in Company, all or any portion of this Security at the Indenture at a purchase price equal to 101% of the principal amount thereofset forth below, plus accrued and unpaid interest through the business day prior to the purchase date to the Holder of record of this Security on the purchase date. From the Issue Date to January 1, 2010 110% From January 2, 2010 to maturity 115% The Company must give written notice to the Holder of this Security not less than ten business days after the date of purchase (the “Change in Control transaction, and the Company must state in that notice if it intends to require the Holder of Control Payment Date”). A written notice of this Security to sell such Change of Control will be sent within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and Security to the TrusteeCompany and, if so, what portion of this Security the Company desires to purchase. The In the event that such notice indicates the Company’s intention to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and this Security, then the purchase date (for such Security will be the twentieth business day following the date of such notice; provided, however, that if the Company does not exercise its right to require the Holder of this Security to sell all of this Security, then such Holder may exercise its right to require the Company to repurchase this Security by giving the Company written notice no later than ten business days after the date of the Company’s written notice, indicating the portion of this Security that the Company has not already indicated its intention to purchase which the Holder will require the Company to purchase. The purchase date for this Security will be the twentieth business day following the date of the Company’s original notice; provided, however, that no purchase of this Security shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased effected pursuant to a repurchase upon a Change of in Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, subsequent to the Paying Agent at the address specified in the notice prior to the close maturity date of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Controlthis Security.

Repurchase upon Change in Control. Upon the occurrence of a Change of Control (other than in connection with the Spin-Off)Control, each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest interest, to the date of purchase (the “Change of Control Payment Date”). A written notice of such Change of Control will be sent within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Register and to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless the Issuer defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such Change of Control.

Repurchase upon Change in Control. Upon (a) In the occurrence event of a Change in Control or if the Company enters into a definitive agreement providing for a Change in Control, the Company will, within 30 calendar days after such Change in Control or the execution of Control (other than in connection with the Spinsuch an agreement, offer to purchase each then-Off), each Holder shall have the right, subject to the terms and conditions set forth in the Indenture, to require the Issuer to repurchase its Notes in cash pursuant to the offer described in the Indenture at a purchase price outstanding share of Series E Preferred for an amount per share equal to 101% of the principal amount thereof, $100,000 plus accrued and unpaid interest to dividends through the date of purchase (purchase. Within 10 calendar days after such Change in Control or the “Change execution of Control Payment Date”). A such an agreement, the Company will provide written notice to holders of Series E Preferred at such Change of Control will be sent within 30 days after any Change of Control occurs to each Holder at its last holder's address as it appears in on the Register stock books of the Company. The Company will extend such offer for a period of 20 business days after commencing such offer and will purchase any shares tendered to the Trustee. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes Company pursuant to such offer at the Change end of Control Offersuch 20 business day period. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes tendered Dividends will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than the Change of Control Payment Date); (3) that any Note not tendered will continue cease to accrue interest if interest is then accruing; (4) thatwith respect to shares of Series E Preferred tendered and all rights of holders of such tendered shares will terminate, unless except for the Issuer defaults in making right to receive payment therefor, any Note accepted on the date such shares are purchased and paid for payment pursuant to by the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;Company. (5b) that Holders electing to have a Note purchased pursuant to a A "Change of Control Offer in Control" will be required deemed to surrender occur upon (i) the Note, with occurrence of an event which would constitute under the form entitled “Option applicable loan documentation a "change in control" or similar event requiring prepayment of Holder to Elect Purchase” on the reverse $5 million or more of Indebtedness of the Note completedCompany or any of its subsidiaries (regardless of whether the lender or holder of any such Indebtedness will have waived its right to require such prepayment), or (ii) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a MEI Affiliate becoming the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the Company's then-outstanding voting securities entitled to the Paying Agent at the address specified vote generally in the notice prior to the close election of business on the third Business Day prior to the Change of Control Payment Date; directors (6"Voting Stock"), whether directly by a stock purchase or indirectly through a merger, consolidation, recapitalization or similar transaction; provided, however, that no event described in clause (ii) that Holders above will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Change of Control Payment Date, constitute a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) the circumstances and relevant facts regarding such "Change of Control." (A) until such time as MEI Affiliates have sold for cash or cash equivalents at least 50% of the Voting Stock (or, if applicable, the securities into which