Common use of Change of Control Offer Clause in Contracts

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to, but not including, to the date of purchase repurchase (the "Change of Control Put Price") (subject to the right of Holders of record on the relevant record date Holder to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date) in accordance with the terms contemplated in Section 6.1(b); provided that after giving effect to the purchase, . (b) Within five Business Days following any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except the Company shall mail a notice to the extent that Holder (the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “"Change of Control Offer”") to each Holder of the Securities of such series stating: (which may be sent through electronic transmissioni) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event has occurred and offering that the Holder has the right to require the Company to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered all or a portion (other than as may be required by lawequal to $1,000 or an integral multiple thereof) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase Note at a redemption purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to the date of redemption repurchase (subject to the right of Holders of record on a record date the Holder to receive interest due on the relevant Interest Payment Dateinterest payment date if prior to the date of repurchase); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); and (iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased. (c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The provisions Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Indenture relating to Holder, the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of such series then outstandingSection 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to, but not including, to the date of purchase repurchase (the "Change of Control Put Price") (subject to the right of Holders of record on the relevant record date Holder to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date) in accordance with the terms contemplated in Section 6.1(b); provided that after giving effect to the purchase, . (b) Within five Business Days following any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to and if the extent that the Company Conversion Price has exercised its right to redeem the Securities of the relevant series not yet been determined pursuant to any indenture supplemental hereto Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to which the Securities of such series were issued as contemplated by Section 3.016.1(f)), the Company will deliver shall mail a notice to the Holder (a “the "Change of Control Offer”") to each Holder of the Securities of such series stating: (which may be sent through electronic transmissioni) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event has occurred and offering that the Holder has the right to require the Company to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered all or a portion (other than as may be required by lawequal to $1,000 or an integral multiple thereof) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase Note at a redemption purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to the date of redemption repurchase (subject to the right of Holders of record on a record date the Holder to receive interest due on the relevant Interest Payment Dateinterest payment date if prior to the date of repurchase). The provisions ; (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); (iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased; (v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the Indenture relating procedures required pursuant to Article 4 hereof to convert this Note; and (vi) if applicable, that the Company’s obligation to final Conversion Price has not yet been determined, and that upon such determination the Company will make a another Change of Control Offer with respect pursuant to this Article 6. (c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Securities upon Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a Change of Control Triggering Event may be waived telegram, telex, facsimile transmission or modified in respect of each applicable series of Securities with letter setting forth the written consent name of the Holders of a majority in Holder, the principal amount of the Securities Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of such series then outstandingSection 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to the Securities of a series, unless require the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Securities Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the date of purchase repurchase (subject to the right “Change of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment DateControl Payment”); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 calendar days following any Change of Control, the date upon which Company shall mail a notice to each Holder stating: (1) that the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series Offer is being made pursuant to any indenture supplemental hereto pursuant to which this Section 4.17 and that all Notes tendered shall be accepted for payment; (2) the Securities of such series were issued as contemplated by Section 3.01, purchase price and the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is delivered mailed (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Note not tendered shall continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned shall cease to accrue interest on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to and after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender their Securitiessuch Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Notes completed, to the Paying Agent paying agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, such notice prior to the close of business on the third fifth Business Day prior preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment Datein respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly mail to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and mail to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes properly tendered and not withdrawn under its offerthe Change of Control Offer. If Holders of not less than 90% in aggregate principal amount of Notwithstanding anything to the outstanding Securities of a series validly tender and do not withdraw such Securities in contrary contained herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control Offer in lieu of Control, conditioned upon the Company, as described above, purchases all of the Securities consummation of such series validly tendered and not withdrawn by such HoldersChange of Control, if a definitive agreement is in place for the Company will have Change of Control at the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to time the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingis made.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (i) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to Control, each Purchaser shall have the Securities of a series, unless the Company has exercised its right to redeem require the Securities of such series, the Company shall make an offer to each Holder of Securities of that series Issuer to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holdersuch Purchaser’s Securities Notes at a purchase price in cash equal to 101% of the aggregate principal amount applicable Redemption Price thereof, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of purchase purchase. (subject ii) Prior to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within or within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will Issuer shall deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series Purchaser describing (which may be sent through electronic transmissionA) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event has occurred or, if the Change of Control Offer is being made in advance of a Change of Control, that a Change of Control is expected to occur, and offering that such Purchaser has, or upon such occurrence will have, the right to require the Issuer to purchase such Purchaser’s Notes at a purchase price in cash equal to the Securities aggregate principal amount of such series on Notes at the Redemption Price, if applicable, plus accrued and unpaid interest, if any, to, but excluding, the date specified in of purchase, (B) the notice, purchase date (which date will shall be no earlier than at least 30 days nor later but not more than 60 days from after the date such notice is delivered (other than as may be required by law) (unless delivered in advance of the occurrence of such date, the “Change of Control Payment Date”Control). The ), (C) if such notice may, if is delivered prior to the date occurrence of consummation of the a Change of Control, state stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control Triggering Event and/or Control, and (D) any other related transaction or event being consummated on or prior instructions determined by the Issuer that a Purchaser must follow in order to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being have its Notes purchased. The Company shall complyFor the avoidance of doubt, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will may be required to surrender their Securities, with the form entitled “Option made in advance of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the a Change of Control Payment Date. The Company Control, and conditioned upon such Change of Control. (iii) Notwithstanding the provisions of this Section 2.1(d), the Issuer shall not be required to make a Change of Control Offer if a third party makes such an offer in to repurchase the manner, Notes at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of Notes at the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the CompanyRedemption Price, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereofif applicable, plus accrued and unpaid interest, if any, to to, but excluding, the date of redemption (subject purchase, in the manner, at the times, and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the right of Holders of record on a record date to receive interest on Issuer and purchases all Notes validly tendered and not validly withdrawn under such offer. Additionally, the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation Issuer shall not be required to make a Change of Control Offer with respect if the Issuer has previously issued a notice of a full redemption pursuant to the Securities upon provisions of Section 2.7, which may be subject to the consummation of the Change of Control. (iv) The provisions of this Section 2.1(d) relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities at any time with the written consent of the Holders of a majority Required Purchasers. (v) A new Note in principal amount equal to the unpurchased portion of any Note purchased in part will be issued in the name of the Securities Purchaser thereof upon cancellation of such series then outstandingthe Note. On and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Within 20 days of Securities: If the occurrence of a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesControl, the Company shall notify the Trustee in writing of such occurrence and shall make an offer Offer to each Holder of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Purchase the outstanding Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus any accrued and unpaid interest, if any, to, but not including, the date of purchase (subject interest to the right of Holders of record on purchase date in accordance with the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 procedures set forth in excess of that amountthis Section 1017. Within 30 20 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the occurrence of a Change of Control, except the Company also shall (i) cause a notice of the Offer to Purchase to be sent at least once to the extent that Dow Jones News Service or similar business news service in the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated United St▇▇▇▇ and (ii) send by Section 3.01first-class mail, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy postage prepaid, to the Trustee describing and to each Holder, at the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified address appearing in the noticeSecurity Register, which date a notice stating: (i) that the Offer to Purchase is being made pursuant to this covenant and that all Securities tendered will be accepted for payment, and otherwise subject to the terms and conditions set forth herein; (ii) the purchase price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days 20 Business Days from the date such notice is delivered mailed); (other than as may iii) that any Security not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the purchase price, any Securities accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the payment date; (v) that Holders accepting the offer to have their Securities purchased pursuant to the Offer to Purchase will be required by lawto surrender the Securities to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the payment date; (vi) that Holders will be entitled to withdraw their acceptance if the paying agent receives, not later than the close of business on the third Business Day preceding the payment date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Securities purchased; (vii) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such new issued Security shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; (viii) any other procedure not consistent with any of the foregoing that a Holder must follow to accept the Offer to Purchase or effect withdrawal of such acceptance; and (ix) the name and address of the Paying Agent. On the specified payment date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company willshall, to the extent lawful: , (ai) accept for payment all Securities or portions of the Securities properly thereof tendered pursuant to the applicable Change of Control Offer; Offer to Purchase, (bii) deposit with the Paying Agent an amount equal money sufficient to pay the change of control payment in respect purchase price of all Securities or portions of Securities properly thereof so tendered pursuant to the applicable Change of Control Offer; and and (ciii) deliver or cause to be delivered to the Trustee the Securities properly so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Securities or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Securities being purchasedso accepted payment in an amount equal to the purchase price for such Securities, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such holder, a new Security equal in principal amount to any unpurchased portion of the Securities surrendered; PROVIDED that each such new Security shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Company shall comply, to publicly announce the extent applicable, with the requirements of Rule 14(e)-1 results of the Exchange Act and any other securities laws Offer to Purchase on or regulations in connection with as soon as practicable after the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Datedate. The Company shall not be entitled to any credit against its obligations in connection with any Offer to Purchase made pursuant to this Section 1017 for the principal amount of any Securities acquired by the Company otherwise than pursuant to such Offer to Purchase. (b) if the Company or any Restricted Subsidiary has issued any outstanding Subordinated Obligations or Preferred Stock, and the Company or any Restricted Subsidiary is required to make a Change change of Control Offer if control offer or to make a third party makes distribution with respect to such an offer Subordinated Indebtedness or Preferred Stock in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders event of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Company shall have paid the purchase price in full to the Holders that have accepted the Company, 's Offer to Purchase and shall otherwise have consummated the Offer to Purchase made to Holders. The Company shall not issue Subordinated Obligations or any third party making Preferred Stock with change of control provisions requiring the payment of such Subordinated Obligations or Preferred Stock prior to the payment of the Securities in the event of a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingControl.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series Within 50 days of Securities: If (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesEvent, the Company shall notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to each Holder purchase (the "Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Offer") of that Holder’s Securities the Notes at a purchase price in cash equal to 101100% of the aggregate principal amount thereof, thereof plus any accrued and unpaid interest, if any, to, but not includinginterest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the date Company also shall (a) cause a notice of purchase (subject the Change of Control Offer to be sent at least once to the right Dow J▇▇▇▇ News Service or similar business news service in the United States and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of Holders the Notes, at his address appearing in the register of record on the relevant record date Notes maintained by the Security Registrar, a notice stating: (1) that the Change of Control Offer is being made pursuant to receive interestthis covenant and that all Notes tendered will be accepted for payment, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at and otherwise subject to the Company’s option, prior to any terms and conditions set forth herein; (2) the Change of Control but after Purchase Price and the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series purchase date (which may shall be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be Business Day no earlier than 30 days nor later than 60 50 days from the date such notice is delivered (other mailed and no later than as may be required by law15 days after the date of the corresponding Change of Control Triggering Event) (such date, the “"Change of Control Payment Date”"). The notice may; (3) that any Note not tendered will continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that any Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior shall cease to accrue interest after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with that holders accepting the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed offer to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities their Notes purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, Notes to the Paying Agent at the address specified in the notice, or transfer notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that holders will be entitled to withdraw their Securities to acceptance if the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agentreceives, prior to not later than the close of business on the third Business Day prior to 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 delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased; (7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5 , in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (prior to, on or after, as the case may be, the tender of such Notes pursuant to the Change of Control Offer, by the holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall not be is required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such HoldersOffer, the Company will have comply with all applicable tender offer rules including Rule 14e-1 under the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if anyExchange Act, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingextent applicable.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesControl, the Company shall will make an offer (a “Change of Control Offer”) to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 1,000; provided that no Notes in excess thereofdenominations of $2,000 or less may be repurchased in part) of that Holder’s Securities Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of the Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, on the Notes repurchased to the date of purchase (purchase, subject to the right rights of Holders of record on the relevant record date to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except with respect to the extent that the Company has exercised its right to redeem the Securities all outstanding Notes (unless and until there is a default in payment of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01applicable redemption price), the Company will deliver mail a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the Securities of such series on the date specified in the noticepurchase date, which date will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is delivered mailed (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Note not tendered will continue to accrue interest; (4) that Holders electing to have a Note purchased in part pursuant to a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only; provided that no Notes in denominations of $2,000 or less may be redeemed or purchased in part; (5) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior will cease to accrue interest after the Change of Control Payment Date Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice. notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 thereof. (b) On each the Change of Control Payment Date, the Company will, to the extent lawful: (a1) accept for payment all Securities Notes or portions of the Securities Notes properly tendered pursuant to the applicable Change of Control Offer; (b2) deposit with the Paying Agent an amount equal to the change Change of control payment Control Payment in respect of all Securities Notes or portions of Securities Notes properly tendered pursuant to the applicable Change of Control Offertendered; and (c3) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of Securities Notes being purchasedpurchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that any such new Notes will be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall comply, be made pursuant to the extent applicableprovisions of Sections 3.01 through 3.06 hereof. (c) Notwithstanding anything to the contrary in this Section 4.15, The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made. (d) The Company will comply with the requirements of Rule 14(e)-1 of 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase repurchase of Securities pursuant to the Notes as a result of a Change of Control Triggering Eventin Control. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securitiesprovisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingcompliance.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) In the event of Securities: If a Change of Control Triggering Event (as defined below) that occurs with respect prior to the Securities occurrence of the Special Reorganization, the Company shall within 15 Business Days thereafter offer to redeem from each Holder (a "CHANGE OF CONTROL OFFER"), and upon receipt by the Company of written notice of acceptance of such Change of Control Offer by a Holder the Company shall thereafter redeem all (but not less than all), outstanding NHC Notes owned by such Holder pursuant to such Change of Control Offer at a redemption price of 125% of the principal amount of the NHC Notes outstanding on the redemption date plus accrued and unpaid interest to the redemption date, whether or not currently payable, on a date to be specified in a "NOTICE OF OFFER" (as hereinafter provided) not sooner than 30 days and not later than 60 days after the date of such notice (subject to compliance with applicable securities laws). Notwithstanding the foregoing, in the event of a seriesChange of Control of the types set forth in clauses (iii), unless the Company has exercised its right to redeem the Securities of such series(iv) and (vi) below, the Company shall make an offer to each Holder of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or not later than ten Business Days prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions consummation of the Securities properly tendered pursuant to transaction contemplated by clause (iii), (iv) or (vi) below, as the applicable Change of Control Offer; (b) deposit with case may be, and the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes purchase any NHC Notes unless such an offer transaction shall be consummated, in the manner, at the times and otherwise in compliance with the requirements for an offer made by which case the Company and shall be required to purchase such third party purchases all Securities properly tendered and not withdrawn under its offerNHC Notes immediately prior to the consummation of such transaction. If Holders of not less than 90% in aggregate principal amount A "CHANGE OF CONTROL" of the Company shall be deemed to have occurred: (i) At such time as any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) not including any member of Current Management is or becomes the beneficial owner, directly or indirectly, of outstanding Securities Units of the Company or of shares of capital stock of the Managing General Partner, as the case may be, entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Companyregular or special meeting, or any third party making a Change of Control Offer in lieu by action by written consent, of the CompanyUnit holders of the Company or of the shareholders of the Managing General Partner, as described abovethe case may be (the term "beneficial owner" shall be determined in accordance with Rule 13d-3, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price as in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to effect on the date of redemption the execution of this Agreement, promulgated by the Commission under the Exchange Act); (subject to ii) If a majority of the right Board of Holders Directors of record on a record date to receive interest the Managing General Partner shall consist of Persons other than Continuing Directors. The term "CONTINUING DIRECTOR" shall mean any member of the Board of Directors of the Managing General Partner on the relevant Interest Payment Date). The provisions Closing Date and any other member of the Indenture relating to the Company’s obligation to make a Change Board of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent Directors of the Holders of Managing General Partner who shall be recommended or elected to succeed or become a Continuing Director by a majority in principal amount of Continuing Directors who are then members of the Securities Board of such series then outstandingDirectors of the Managing General Partner.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesEvent, the Company shall be obligated to make an offer to each Holder of Securities of that series to purchase (the "CHANGE OF CONTROL OFFER") all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities outstanding Notes at a purchase price in cash (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject interest thereon to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement Payment Date in accordance with this Section 4.15. (b) Within 30 days of the transaction that constitutes or may constitute the Change occurrence of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering Event, the Company shall (i) cause a notice of the Change of Control Offer to purchase be sent at least once to the Securities of such series on the date specified Dow ▇▇▇▇▇ News Service or similar business news service in the noticeUnited States and (ii) send by first-class mail, which date postage prepaid, to the Trustee and to each Holder, at the address appearing in the register of the Notes maintained by the Registrar, a notice stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered mailed (other than as may be required by lawthe "CHANGE OF CONTROL PAYMENT DATE")); (3) that any Note not tendered will continue to accrue interest; (such date4) that, unless the “Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date”). The notice may, if delivered prior ; (5) that Holders accepting the offer to the date of consummation of the Change of Control, state that the have a Note purchased pursuant to any Change of Control Offer is conditioned will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the Change reverse of Control Triggering Event and/or any other related transaction or event being consummated on or the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date specified Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third 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; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000; (8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. On each the Change of Control Payment Date, the Company willshall, to the extent lawful: , (ai) accept for payment all Securities Notes or portions of the Securities thereof properly tendered pursuant to the applicable Change of Control Offer; , (bii) deposit with the Paying Agent an amount equal money sufficient to pay the change of control payment in respect purchase price of all Securities Notes or portions of Securities thereof so properly tendered pursuant to the applicable Change of Control Offer; and and (ciii) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of Securities the Notes surrendered; PROVIDED that each such new Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000. (i) If the Company or portions any Restricted Subsidiary thereof has issued any outstanding (A) Debt that is subordinated in right of Securities being purchasedpayment to the Notes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company shall comply, to the extent applicable, will comply with the requirements of Rule 14(e)-1 of 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase repurchase of Securities Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securitiesthis Section 4.15, the Company will shall comply with the applicable -57- securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.

Change of Control Offer. Except as otherwise established (a) In the event that, pursuant to Section 3.01 with respect 4.08 hereof, the Company shall be required to any series of Securities: If commence a Change of Control Triggering Event occurs with respect Offer, it shall follow the procedures specified below. (b) The Company shall cause a notice of the Change of Control Offer to be sent at least once to the Securities Dow ▇▇▇▇▇ News Service or similar business news service in the United States. (c) The Company shall commence the Change of Control Offer by sending, by first-class mail (or electronic transmission), with a seriescopy to the Trustee, to each Holder at such Holder’s address appearing in the Note Register, a notice the terms of which shall govern the Change of Control Offer stating: (1) that the Change of Control Offer is being made pursuant to this Section 3.08 and Section 4.08, that a Change of Control has occurred, and the circumstances and relevant facts regarding the Change of Control; (2) the principal amount of Notes required to be purchased pursuant to Section 4.08 (the “Offer Amount”), the purchase price set forth in Section 4.08 (the “Purchase Price”), the Offer Period and the Purchase Date (each as defined below); (3) that all Notes timely tendered and not withdrawn shall be accepted for payment; (4) that any Note not tendered or accepted for payment shall continue to accrue interest; (5) that, unless the Company has exercised its right defaults in making such payment, any Note accepted for payment pursuant to redeem the Securities Change of such series, Control Offer shall cease to accrue interest after the Company shall make an offer Purchase Date; (6) that Holders electing to each Holder have a Note purchased pursuant to a Change of Securities of that series Control Offer may elect to purchase all or any part (have Notes purchased equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of $2,000 only; (7) that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior Holders electing to have a Note purchased pursuant to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securitiesthe Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to notice before the close of business on the third Business Day prior before the Purchase Date; (8) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased; (9) [Reserved]; (10) that Holders whose Notes are purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (11) any other procedures the Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. (d) The Change of Control Offer shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days (and in any event, no later than the 60th day following the Change of Control) after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Change of Control Offer. Payment Datefor any Notes so purchased shall be made in the same manner as interest payments are made. The Company shall not be required to make a publicly announce the results of the Change of Control Offer if a third party makes such an offer in on or as soon as practicable after the mannerPurchase Date. (e) On or prior to the Purchase Date, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities shall, to the extent lawful: (1) accept for payment, the Offer Amount of Notes or portions of Notes properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, or if less than the Offer described aboveAmount has been tendered, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price Notes tendered; (2) deposit with the Paying Agent funds in cash an amount equal to 101% the Purchase Price in respect of all Notes or portions of Notes properly tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.08. (f) The Paying Agent (or the Company, if acting as the Paying Agent) shall promptly (and in any event, not later than 60 days from the date of the Change of Control) deliver or wire transfer to each tendering Holder the Purchase Price deposited with the Paying Agent by the Company (or, if all the Notes are then in global form, make such payment through the facilities of DTC). In the event that any portion of the Notes surrendered is not purchased by the Company, the Company shall promptly execute and issue a new Note in a principal amount equal to such unpurchased portion of the Notes surrendered, and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Notes surrendered; provided, however, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. (g) If the Purchase Date is after a Regular Record Date and on or before the related Interest Payment Date, plus any accrued and unpaid interest, if anyinterest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date. (h) The Company shall comply, to the date extent applicable, with the requirements of redemption (subject Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the right of Holders of record on a record date to receive interest on extent those laws and regulations are applicable in connection with the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer Offer. To the extent that the provisions of any securities laws or regulations conflict with respect Section 4.08, this Section 3.08 or other provisions of this Indenture, the Company shall comply with applicable securities laws and regulations and shall not be deemed to the Securities upon a Change have breached its obligations under Section 4.08, this Section 3.08 or such other provision by virtue of Control Triggering Event may such compliance. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be waived or modified made in respect of each applicable series of Securities accordance with the written consent provisions of the Holders of a majority in principal amount of the Securities of such series then outstandingSections 3.01 through 3.06 hereof.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities the Note at a purchase price in cash equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the “Change of Control Put Price”) in accordance with the terms contemplated in Section 8.6(b). (b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 9.6 hereof again within five Business Days following such final determination, the Company shall mail a notice to the holder (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, interest to the date of purchase repurchase; (subject to the right ii) a description of Holders of record on the relevant record date to receive interestall material circumstances, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of facts and financial information regarding such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to ; (iii) the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series repurchase date (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered mailed); (other than as may be required iv) the instructions determined by lawthe Company, consistent with this Section 8.6, that the Holder must follow in order to have the Note purchased; (v) (that the Holder has the right to convert the Note, at the then-applicable Conversion Price and including a statement of such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation price and a description of the Change of Controlprocedures required pursuant to Section 9 hereof to convert the Note; and (vi) if applicable, state that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; andthis Section 8. (c) deliver or cause If the holder of the Note elects to have the Note purchased, the holder shall be required to surrender the Note, with an appropriate form to be delivered provided by the Company duly completed, to the Trustee offices of the Securities properly accepted together with an OfficerCompany’s Certificate stating US corporate counsel, whose address shall be specified in the aggregate notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities or portions of Securities being the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 8.6 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 8.6(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities the Note pursuant to a Change of Control Triggering Eventthis Section 8.6. To the extent that the provisions of any applicable securities laws or regulations conflict require the Company to act in a manner that conflicts with provisions of the terms described in the SecuritiesNote relating to Change of Control Offers, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 8.6 by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to the Securities of a series, unless require the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Securities Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but not includingexcluding, the date of purchase (subject purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities receipt of such series Early Tender Premium that remain outstanding shall have a denomination holders (i) provide consents to any requested amendments of $2,000 this Indenture and integral multiples of $1,000 (ii) waive any withdrawal rights in excess of that amount. Within 30 days following the date upon which connection with the Change of Control Triggering Event has occurred or, at the Company’s option, prior to Offer. Within 30 calendar days following any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will shall deliver a notice to each Holder stating: (a “1) that the Change of Control Offer”Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment; (2) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to purchase price and the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be no earlier than 30 15 calendar days nor and no later than 60 calendar days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Note not tendered shall continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned shall cease to accrue interest on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to and after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender their Securitiessuch Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Notes completed, to the Paying Agent paying agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, such notice prior to the close of business on the third fifth Business Day prior preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment Datein respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. If Holders the Change of Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not less than 90% withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in aggregate principal amount payment of the outstanding Securities of a series validly tender and do not withdraw such Securities in applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control Offer in lieu of Control, conditioned upon the Company, as described above, purchases all of the Securities consummation of such series validly tendered and not withdrawn by such HoldersChange of Control, if a definitive agreement is in place for the Company will have Change of Control at the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to time the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingis made.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to, but not including, to the date of purchase repurchase (the “Change of Control Put Price”) (subject to the right of Holders of record on the relevant record date Holder to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date) in accordance with the terms contemplated in Section 6.1(b); provided that after giving effect to the purchase, . (b) Within five Business Days following any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except the Company shall mail a notice to the extent that Holder (the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series stating: (which may be sent through electronic transmissioni) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event has occurred and offering that the Holder has the right to require the Company to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered all or a portion (other than as may be required by lawequal to $1,000 or an integral multiple thereof) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase Note at a redemption purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to the date of redemption repurchase (subject to the right of Holders of record on a record date the Holder to receive interest due on the relevant Interest Payment Dateinterest payment date if prior to the date of repurchase); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); and (iv) the instructions reasonably determined by the Company, consistent with this Section 6.01 , that the Holder must follow in order to have this Note purchased. (c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The provisions Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Indenture relating to Holder, the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of such series then outstandingSection 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to, but not including, to the date of purchase repurchase (the “Change of Control Put Price”) (subject to the right of Holders of record on the relevant record date Holder to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date) in accordance with the terms contemplated in Section 6.1(b); provided that after giving effect to the purchase, . (b) Within five Business Days following any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except the Company shall mail a notice to the extent that Holder (the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series stating: (which may be sent through electronic transmissioni) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event has occurred and offering that the Holder has the right to require the Company to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered all or a portion (other than as may be required by lawequal to $1,000 or an integral multiple thereof) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase Note at a redemption purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to the date of redemption re- purchase (subject to the right of Holders of record on a record date the Holder to receive interest due on the relevant Interest Payment Dateinterest payment date if prior to the date of repurchase); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); and (iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased. (c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The provisions Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Indenture relating to Holder, the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of such series then outstandingSection 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest thereon, if any, to, but not including, to the date of purchase repurchase (the “Change of Control Put Price”) (subject to the right of Holders of record on the relevant record date Holder to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date) in accordance with the terms contemplated in Section 6.1(b); provided that after giving effect to the purchase, . (b) Within five Business Days following any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except the Company shall mail a notice to the extent that Holder (the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series stating: (which may be sent through electronic transmissioni) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event has occurred and offering that the Holder has the right to purchase require the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered Company to repurchase all or a portion (other than as may be required by lawequal to $1,000 or an integral multiple thereof) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase Note at a redemption purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, interest to the date of redemption re- purchase (subject to the right of Holders of record on a record date the Holder to receive interest due on the relevant Interest Payment Dateinterest payment date if prior to the date of repurchase); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); and (iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note repurchased. (c) If the Holder elects to have the Note repurchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the repurchase date. The provisions Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the repurchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Indenture relating to Holder, the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities Note which was delivered for repurchase by the Holder and a statement that the Holder is withdrawing his election to have the Note repurchased. The Company will issue to the Holder a new Note equal in principal amount to such portion not repurchased. (d) On the repurchase date, the Note, or any portion thereof, repurchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of such series then outstandingSection 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a seriesEvent, unless the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series Notes will have the right to require the Company to purchase all or any part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of that the Holder’s Securities Notes at a purchase price in cash equal to 101% (the “Change of Control Price”) of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, interest due on the relevant Interest Payment Date); provided that after giving effect , except to the purchase, any Securities of such series extent that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 the Company has exercised its right to redeem the Notes as described under Section 3.02 or as otherwise set forth in excess of that amount. this section. (a) Within 30 60 days following the date upon which the Change of Control Triggering Event has occurred oroccurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued Notes as contemplated by described under Section 3.013.02 or as otherwise set forth in this section, the Company will deliver send a notice (a “Change of Control Offer”) to each Holder holder of the Securities of such series (which may be sent through electronic transmission) Notes with a copy to the Trustee describing Trustee, which notice will govern the transaction or transactions terms of the Change of Control Offer, stating: (i) that constitute or may constitute a Change of Control Triggering Event with respect to Notes has occurred and offering that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the Securities principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of such series purchase (subject to the right of holders of record on the relevant record date specified in to receive interest on the notice, relevant Interest Payment Date); (ii) the circumstances regarding such Change of Control Triggering Event; (iii) the purchase date (which date will shall be (i) no earlier than 30 days nor later than 60 days from the date such notice is delivered sent, if sent after consummation of the Change of Control and (ii) on the date of the Change of Control, if sent prior to consummation of the Change of Control, in each case, other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful:Date”); and (aiv) accept for payment all Securities or portions of the Securities properly tendered pursuant instructions that a holder must follow in order to the applicable Change of Control Offer;have its Notes purchased. (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities Notes electing to have Securities Notes purchased pursuant to a Change of Control Offer will be required to surrender their SecuritiesNotes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Note completed, to the Paying Agent at the address specified in the notice, or transfer their Securities Notes to the Paying Agent paying agent by book-entry transfer pursuant to the applicable procedures of the Paying AgentAgent and DTC, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. . (c) The Company shall not be required to may make a Change of Control Offer in advance of a Change of Control and the Change of Control Payment Date, and the Company’s Change of Control Offer may be conditioned upon such Change of Control, if a third party makes such an offer definitive agreement is in place for the manner, Change of Control at the times and otherwise in compliance with time of making the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series Notes validly tender and do not withdraw such Securities the Notes in a Change of Control Offer or Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described abovebelow, purchases all of the Securities of such series Notes validly tendered and not withdrawn by such HoldersHolders pursuant to such Change of Control Offer or Alternate Offer, as applicable, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all Securities of such series Notes that remain outstanding following such purchase at a redemption price Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of redemption Redemption Date (subject to the right of Holders holders of record on a the relevant record date to receive interest on the relevant Interest Payment Date). The provisions Any such redemption pursuant to this Section 4.03(d) shall be made in accordance with Article X of the Indenture relating to the Company’s obligation Original Indenture. (e) The Company will not be required to make a Change of Control Offer if (1) a third party makes such an offer in the manner, at the times and otherwise in compliance with respect the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer or (2) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Price and purchases all Notes properly tendered in accordance with the terms of such Alternate Offer. (f) The Company will comply, to the Securities upon extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Triggering Event may be waived Offer. To the extent that the provisions of any securities laws or modified in respect of each applicable series of Securities regulations conflict with the written consent of terms described in the Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. (g) The Holders of a majority in principal amount of the Securities outstanding Notes may, on behalf of such series then outstandingthe holders of all Notes, in accordance with Section 8.02 of the Original Indenture amend or waive the right of the Holders to require the Company to purchase all or any part of each holder’s Notes as a consequence of a Change of Control Triggering Event.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Within 30 days of Securities: If the occurrence of a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesSecurities, the Company shall notify the Trustee in writing of such occurrence and shall make an offer to each Holder purchase (the "Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Offer") of that Holder’s the Securities at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, interest (if any) to the Change of Control Payment Date (as hereinafter defined), to, but not including, the date of purchase (subject to the right of Holders holders of record on the relevant record date to receive interest, if any, interest due on the relevant Interest Payment Date); interest payment date, in accordance with the procedures set forth in this Section 3.09. (b) Within 50 days of the occurrence of a Change of Control Triggering Event with respect to the Securities, the Company also shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Securities, at his address appearing in the register of the Securities maintained by the Registrar, a notice stating: (1) that the Change of Control Offer is being made pursuant to this Section 3.09 and that all such Securities tendered will be accepted for payment, provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at and otherwise subject to the Company’s option, prior to any terms and conditions set forth herein; (2) the Change of Control but after Purchase Price and the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be a Business Day no earlier than 30 days nor and no later than 60 days from after the date on which such notice is delivered mailed (other than as may be required by law) (such date, the “"Change of Control Payment Date”"). The notice may; (3) that any such Security not tendered will continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that any such Securities accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior shall cease to accrue interest after the Change of Control Payment Date Date; (5) that Holders accepting the offer to have their Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice. notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third 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 such Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Securities purchased; (7) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such new Security issued shall be in a principal amount in denominations of $1,000 and integral multiples thereof; and (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. (c) On each the Change of Control Payment Date, the Company will, to the extent lawful: shall (a) accept for payment all the Securities or portions of the Securities properly thereof tendered pursuant to the applicable Change of Control Offer; , (b) deposit with the Paying Agent an amount equal money sufficient to pay the change of control payment in respect purchase price of all Securities or portions of Securities properly thereof so tendered pursuant to the applicable Change of Control Offer; and and (c) deliver or cause to be delivered to the Trustee the Securities properly so accepted together with an Officer’s Officers' Certificate stating indicating the aggregate principal amount of Securities or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Securities being purchased. so accepted payment in an amount equal to the purchase price for such Securities, and the Trustee shall promptly authenticate and mail to such holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered; provided that each such new Security shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. (d) The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to a Change of Control Triggering Eventthis Section 3.09. To the extent that the provisions of any securities laws or regulations conflict with the terms provisions of the covenant described in the Securitieshereunder, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 3.09 by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.

Change of Control Offer. Except as otherwise established pursuant (a) If at any time prior to Section 3.01 with respect to any series of Securities: If an IPO, a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such series(as defined below), the Company shall make an shall, within 5 Business Days thereafter, offer to each Holder of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a purchase price in cash equal to 101% of from the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice Fund (a “"Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice"), which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice mayand, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned accepted and there are funds legally available (and the Company has taken all reasonable steps to make such funds legally available, including without limitation, revaluing the Company's assets), thereafter shall purchase, all (but not less than all) outstanding Preferred Shares then held by the Fund for an aggregate purchase price equal to 100% of the Liquidation Preference of the Preferred Shares, plus accrued and unpaid dividends to the purchase date, whether or not declared or currently payable, on a date to be specified in a "Notice of Offer" (as hereinafter provided) not sooner than 20 days and not later than 40 days after the date of such notice (subject to compliance with applicable securities laws). Notwithstanding the foregoing, in the event of a Change of Control of the types set forth in clauses (ii) and (iii) below, the Company shall make the Change of Control Triggering Event and/or any other related transaction or event being consummated on or Offer not later than ten Business Days prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions consummation of the Securities properly tendered pursuant to transaction contemplated by clause (ii) or (iii) below, as the applicable Change of Control Offer; (b) deposit with case may be, and the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make purchase Preferred Shares unless such transaction shall be consummated, in which case the Company shall be required to purchase such Preferred Shares immediately prior to the consummation of such transaction. A "Change of Control" of the Company shall be deemed to have occurred: (i) At such time as any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), (other than the Purchaser or the S-O Parties), is or becomes (without the prior written consent of the Fund) the beneficial owner, directly or indirectly, of outstanding shares of stock of the Company entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, or by action by written consent, of the stockholders of the Company in the election of directors (the term "beneficial owner" shall be determined in accordance with Rule 13d-3 of the Exchange Act); provided, that a Change of Control Offer shall be deemed not to have occurred if any such Person acquires 50% or more of the voting power referred to above pursuant to a third party makes such an offer in transfer of Preferred Shares or Class A Warrants or Common Stock issued upon the manner, at exercise of the times and otherwise in compliance with the requirements for an offer made Class A Warrants by the Fund; (ii) At such time as the stockholders of the Company and such third party purchases shall have approved a reorganization, merger or consolidation or similar transaction, in each case, with respect to which all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount or substantially all the Persons who were the beneficial owners of the outstanding Securities shares of capital stock (assuming for purposes of this clause that all the Class A Warrants, Other Warrants and any warrants issued as Management Equity outstanding immediately prior to such event have been exercised) of the Company immediately prior to such reorganization, merger or consolidation, beneficially own, directly or indirectly, less than 50% of the combined voting power of the then outstanding shares of capital stock (assuming for purposes of this clause that all Class A Warrants and Other Warrants and any warrants issued as Management Equity outstanding immediately prior to such event are exercised immediately prior to such event and are outstanding immediately after such event) of the Company resulting from such reorganization, merger or consolidation; (iii) At such time as the stockholders of the Company shall have approved the sale or other disposition of all or substantially all the assets of the Company (other than to a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu wholly owned Subsidiary of the Company, as described above, purchases all ) in one transaction or in a series of related transactions; (iv) If a majority of the Securities Board of such series validly tendered and not withdrawn by such Holders, Directors of the Company will have shall consist of Persons other than Continuing Directors. The term "Continuing Director" shall mean any member of the rightBoard of Directors on the Closing Date, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase any director elected pursuant to the Change of Control Offer described aboveSection 8.10, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% and any other member of the principal amount thereof, plus accrued and unpaid interest, if any, Board of Directors who shall be recommended or elected to succeed a Continuing Director by a majority of Continuing Directors who are the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions members of the Indenture relating to the Company’s obligation to make a Change Board of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.Directors;

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: (a) If a Change of Control Triggering Event occurs with respect to the Securities of a series(as defined below) occurs, unless the Company has exercised its right to redeem the Securities of such series, then the Company shall make an within 5 Business Days thereafter offer to purchase from each Holder of Securities Preferred Shares (a "Change of that series Control Offer"), and thereafter shall ---------------------- purchase from each Holder which accepts such Change of Control Offer, all (but not less than all) outstanding Preferred Shares then held by such Holder pursuant to purchase all or any part (equal to $2,000 or an integral multiple such Change of $1,000 in excess thereof) of that Holder’s Securities Control Offer at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestgreater of: (A) the amount, if any, to, but not including, the date that each Holder of purchase (subject shares of Preferred Stock would be entitled to the right receive per share of Holders Common Stock in connection with such Change of record on the Control if such Holder of Preferred Stock had converted its shares immediately prior to any relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of or payment in connection with such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised or (B) $20.00 in cash per share of Common Stock assuming such Holder of Preferred Stock had converted its right to redeem the Securities shares of the relevant series pursuant Preferred Stock immediately prior to any indenture supplemental hereto pursuant to which the Securities of relevant record date or payment in connection with such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered otherwise immediately prior to the date occurrence of consummation of the such Change of Control, state not sooner than 20 days and not later than 40 days after the date of such notice (subject to compliance with applicable securities laws); provided, that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior notwithstanding anything to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Datecontrary contained herein, the Company will, to the extent lawful: (a) accept for any -------- payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause required to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations made in connection with the purchase approval by the stockholders of Securities pursuant to the Company of a transaction described in clauses (iv) and (v) of the definition of "Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict Control" shall be made simultaneously with the terms described in the Securities, the Company will comply with the applicable securities laws consummation of such transaction and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company any such payment shall not be required to make be made if such transaction does not occur. For the purposes of clause (A) of the preceding sentence, if, in connection with a Change of Control Offer if Control, the holders of shares of Common Stock are to receive securities of another Person that are listed or admitted to trading on a third party makes such an offer national securities exchange or quoted in the mannerover-the-counter market, at the times and otherwise amount that a Holder of shares of Preferred Stock would be entitled to receive per share of Common Stock in compliance connection with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant shall be deemed to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash be equal to 101an amount which is 95% of the principal amount thereofMarket Price of the securities to be received per share of Common Stock calculated as of the Trading Day immediately preceding the occurrence of the transaction contemplated by such Change of Control. A "Change of Control" of the Company shall be deemed to have occurred: ----------------- (i) At such time as any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) other than the Principal Stockholders is or becomes the beneficial owner, plus accrued and unpaid interestdirectly or indirectly, if anyof outstanding shares of stock of the Company entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, to or by action by written consent, of the date stockholders of redemption the Company in the election of directors (subject to the right term "beneficial owner" shall ---------------- be determined in accordance with Rule 13d-3 of Holders the Exchange Act); (ii) If a majority of record on a record date to receive interest on the relevant Interest Payment Date)Board of Directors of the Company shall consist of Persons other than Continuing Directors. The provisions term "Continuing Director" shall mean any member of the Indenture relating Board of Directors on -------------------- the First Closing Date, any director elected pursuant to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent Section 10.10 and any other member of the Holders Board of Directors who shall be recommended or elected to succeed a Continuing Director by a majority in principal amount of Continuing Directors who are the members of the Securities Board of such series then outstanding.Directors;

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to the Securities of a series, unless require the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Securities Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but not includingexcluding, the date of purchase (subject purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities receipt of such series Early Tender Premium that remain outstanding shall have a denomination holders (i) provide consents to any requested amendments of $2,000 this Indenture and integral multiples of $1,000 (ii) waive any withdrawal rights in excess of that amount. Within 30 days following the date upon which connection with the Change of Control Triggering Event has occurred or, at the Company’s option, prior to Offer. Within 30 calendar days following any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will shall deliver a notice to each Holder stating: (a “1) that the Change of Control Offer”Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment; (2) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to purchase price and the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be no earlier than 30 15 calendar days nor and no later than 60 calendar days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Note not tendered shall continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned shall cease to accrue interest on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to and after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender their Securitiessuch Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Notes completed, to the Paying Agent paying agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, such notice prior to the close of business on the third fifth Business Day prior preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment Datein respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. If Holders the Change of Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not less than 90% withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in aggregate principal amount payment of the outstanding Securities of a series validly tender and do not withdraw such Securities in applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control Offer in lieu of Control, conditioned upon the Company, as described above, purchases all of the Securities consummation of such series validly tendered and not withdrawn by such HoldersChange of Control, if a definitive agreement is in place for the Company will have Change of Control at the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to time the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingis made.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesEvent, the Company shall be obligated to make an offer to each Holder of Securities of that series to purchase (the "CHANGE OF CONTROL OFFER") all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities outstanding Notes at a purchase price in cash (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject interest thereon to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement Payment Date in accordance with this Section 4.15. (b) Within 30 days of the transaction that constitutes or may constitute the Change occurrence of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering Event, the Company shall (i) cause a notice of the Change of Control Offer to purchase be sent at least once to the Securities of such series on the date specified Dow ▇▇▇▇▇ News Service or similar business news service in the noticeUnited States and (ii) send by first-class mail, which date postage prepaid, to the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered mailed (other than as may be required by lawthe "CHANGE OF CONTROL PAYMENT DATE")); (3) that any Note not tendered will continue to accrue interest; (such date4) that, unless the “Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date”). The notice may, if delivered prior ; (5) that Holders accepting the offer to the date of consummation of the Change of Control, state that the have a Note purchased pursuant to any Change of Control Offer is conditioned will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the Change reverse of Control Triggering Event and/or any other related transaction or event being consummated on or the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date specified Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the -53- 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; (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the noticeunpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples thereof; (8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (9) the name and address of the Paying Agent. On each the Change of Control Payment Date, the Company willshall, to the extent lawful: , (ai) accept for payment all Securities Notes or portions of the Securities thereof properly tendered pursuant to the applicable Change of Control Offer; , (bii) deposit with the Paying Agent an amount equal money sufficient to pay the change of control payment in respect purchase price of all Securities Notes or portions of Securities properly thereof so tendered pursuant to the applicable Change of Control Offer; and and (ciii) deliver or cause to be delivered to the Trustee the Securities properly Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of Securities the Notes surrendered; PROVIDED that each such new Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof. (i) If the Company or portions any Restricted Subsidiary thereof has issued any outstanding (A) Debt that is subordinated in right of Securities being purchasedpayment to the Notes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company shall comply, to the extent applicable, will comply with the requirements of Rule 14(e)-1 of 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase repurchase of Securities Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securitiesthis Section 4.15, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If (a) Upon a Change of Control Triggering Event occurs with respect Control, the Holder shall, subject to Article 8 hereof, have the Securities of a series, unless right to require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities this Note at a purchase price in cash equal to 101100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase in accordance with the terms contemplated in Section 4.01(b). (b) Within ten (10) Business Days following the date upon which the Company is aware that any Change of Control has occurred, the Company shall mail a notice to the Holder (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or any part of this Note at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, interest to the date of purchase repurchase (subject to the right of Holders of record on the relevant record date Holder to receive interest, if any, interest due on the relevant Interest Payment Date); provided that after giving effect Date if prior to the purchase, any Securities date of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following repurchase); (ii) the repurchase date upon which (the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control OfferRepurchase Date”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice), which date will shall be no earlier than 30 fifteen (15) days nor later than 60 thirty (30) days from the date such notice is delivered mailed; and (other than as may iii) the instructions reasonably determined by the Company, consistent with this Section 4.01, that the Holder must follow in order to have all or any part of this Note purchased. (c) If the Holder elects to have all or any part of this Note purchased, the Holder shall be required by lawto (1) complete and manually sign the notice attached as Exhibit B to this Note (or complete and manually sign or sign via a facsimile of such date, the “Change of Control Payment Date”). The notice) and deliver such notice may, if delivered prior to the date of consummation of Company and (2) surrender this Note to the Change of Control, state that Company at the Change of Control Offer is conditioned on address specified in the Change of Control Triggering Event and/or any other related transaction or event being consummated on or notice at least three (3) Business Days prior to the Change of Control Payment Date specified in Repurchase Date. The Holder shall be entitled to withdraw its election if the notice. On each Company receives not later than one (1) Business Day prior to the Change of Control Payment DatePurchase Date a facsimile transmission or letter setting forth the name of the Holder, the principal amount of this Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing its election to have this Note (or part hereof) purchased. In such event, the Company will, will promptly return this Note to the extent lawful:Holder. (ad) accept for payment all Securities or portions of On the Securities properly tendered pursuant to the applicable Change of Control Offer;Repurchase Date, this Note purchased by the Company under this Section 4.01 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 4.01(b)(i) to the Holder. In the event the Holder elected to have only a part of this Note repurchased, the Company will promptly issue to the Holder a new Note equal in principal amount to the unpurchased part of this Note. (be) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 Section 14I of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities this Note pursuant to a Change of Control Triggering Eventthis Section 4.01. To the extent that the provisions of any applicable securities laws or regulations conflict require the Company to act in a manner that conflicts with the terms described in the Securitiesprovisions of this Note relating to Change of Control Offers, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.01 by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.

Change of Control Offer. Except (i) Upon the occurrence of a Change in Control, each Holder shall have the right to require the Issuer to redeem, repurchase or repay all or any part of such Holder’s Notes (and the Issuer shall have the obligation to so redeem, repurchase and repay such Notes) in accordance with this Section 6.2(e). (ii) Upon the occurrence of a Change of Control, except in the event that the Issuer has already exercised its right to redeem, repurchase or repay the Notes in accordance with this Section 6.2(e)(ii) (and have as otherwise established pursuant of the date of such Change of Control made such redemption, repurchase or repayment in accordance with the terms of the applicable Change of Control Offer), and whether or not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change of Control notify the Agent in writing (and the Agent shall promptly deliver such notice to each Holder in accordance with Section 3.01 with respect to any series 18.5 of Securities: If the following (such notification, a “Change of Control Offer”)): (A) that a Change of Control Triggering Event occurs with respect to has occurred and that such Holder has the Securities of a series, unless the Company has exercised its right to redeem require the Securities of Issuer to jointly and severally redeem, repurchase or repay such series, the Company shall make Holder’s Notes in an offer to each Holder of Securities of that series to purchase all or any part (amount equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a purchase price in cash equal to 101100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, interest through the repayment date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which plus the Change of Control Triggering Event has occurred or, at the Company’s option, prior to Premium plus any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice other Obligations then outstanding (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Redemption Amount” and such amount in the aggregate for all such Notes (or parts thereof) accepting such offer under and in accordance with this Section 6.2(e), the “Aggregate Change of Control Redemption Amount”); (B) the circumstances and relevant facts and financial information regarding such Change in Control; (C) the redemption, repurchase or repayment date (which shall be no earlier than ten (10) Business Days nor any later than twenty (20) Business Days from the date on which the Agent is notified under Section 6.2(e)(ii)) (the “Change of Control Redemption Date”). The notice may; (D) that unless the Issuer defaults in making the payment, if delivered prior all Notes accepted for redemption, repurchase or repayment pursuant to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned will cease to accrue interest on the Change of in Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Redemption Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (bE) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender notify the Agent of their Securities, election in accordance with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, Section 6.2(e)(iii) below prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Redemption Date. The Company ; (F) that the Holders whose Notes are being redeemed, repurchased or prepaid only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered promptly upon the surrender thereof. (iii) Each Holder (or its appointee) shall not be required reply to make the Agent, pursuant to a writing substantially in the form of Exhibit 4 (the “Change of Control Election Notice”), indicating that all, part (and, if in part, the amount) or none of such Change of Control Offer if a is accepted, by no later than 5:00 p.m. (New York, New York time) on the third party makes such an offer in Business Day immediately preceding the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and Redemption Date; provided, however, that any Holder that fails to provide such Change of Control Election Notice in accordance with the Company, or any third party making a terms hereof shall be conclusively deemed to have accepted such Change of Control Offer in lieu full and shall not be deemed in violation of any provision hereof on account of such failure. (iv) On the Business Day immediately preceding the Change in Control Redemption Date, the Issuer shall: (A) deposit with the Agent an amount of cash equal to the Aggregate Change of Control Redemption Amount; and (B) deliver or cause to be delivered to the Agent (for the benefit of the CompanyAgent and the Holders) an officers’ certificate stating the Aggregate Change of Control Redemption Amount and the Change of Control Redemption Amount for each such Note. On each Change of Control Redemption Date, as described above, purchases all (x) the Agent will promptly wire transfer to each accepting Holder a cash payment in the amount of the Securities Change of Control Redemption Amount corresponding to such series validly tendered Notes and not withdrawn by such Holders(y) the Issuer will promptly issue and send or cause to be sent to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes, if any. Any Note so accepted for redemption, repurchase or repayment will cease to accrue interest on and after the Company will Change of Control Redemption Date, unless the Issuer defaults in paying the applicable Change of Control Redemption Amount. The Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior noticeat its election, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of in Control Offer with respect to in advance of a Change in Control if a definitive agreement is in place for the Securities Change in Control at the time of making the Change in Control Offer; provided, however, such Change in Control Offer shall be conditioned upon a the occurrence of such Change of Control. (v) The Change of Control Triggering Event may Premium due hereunder shall be waived or modified calculated by the Agent and such calculation shall be conclusive and final, absent manifest error. Any mandatory prepayment under this Section 6.2 shall be applied as specified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingSection 6.3.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series a. Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesControl, the Company shall will make an offer (a “Change of Control Offer”) to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 1,000; provided that no Notes in excess thereofdenominations of $2,000 or less may be repurchased in part) of that Holder’s Securities Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, of the Notes repurchased plus accrued and unpaid interest, if any, toand the Special Redemption Fee, but not includingif applicable, on the Notes repurchased to the date of purchase (purchase, subject to the right rights of Holders of record on the relevant record date to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date (the “Change of Control Payment”); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except with respect to the extent that the Company has exercised its right to redeem the Securities all outstanding Notes (unless and until there is a default in payment of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01applicable redemption price), the Company will deliver mail a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a the Change of Control Triggering Event and offering stating: 1. that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; 2. the purchase price and the Securities of such series on the date specified in the noticepurchase date, which date will shall be no earlier than 30 days nor and no later than 60 days from the date such notice is delivered mailed (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit with the Paying Agent an amount equal 3. that any Note not tendered will continue to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; andaccrue interest; (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased4. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities a Note purchased in part pursuant to a Change of Control Offer will may elect to have Notes purchased in integral multiples of $1,000 only; provided that no Notes in denominations of $2,000 or less may be required to surrender their Securitiesredeemed or purchased in part; 5. that, with unless the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified Company defaults in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures payment of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the mannerPayment, at the times and otherwise in compliance with the requirements all Notes accepted for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase payment pursuant to the Change of Control Offer described above, will cease to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of accrue interest after the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstanding.Payment Date;

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a seriesEvent, unless the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series Notes will have the right to require the Company to purchase all or any part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of that the Holder’s Securities Notes at a purchase price in cash equal to 101% (the “Change of Control Price”) of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not includingexcluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, interest due on the relevant Interest Payment Dateinterest payment date); provided that after giving effect , except to the purchase, any Securities of such series extent that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 the Company has exercised its right to redeem the Notes as described under Section 3.02 or as otherwise set forth in excess of that amount. this section. (a) Within 30 60 days following the date upon which the Change of Control Triggering Event has occurred oroccurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued Notes as contemplated by described under Section 3.013.02 or as otherwise set forth in this section, the Company will deliver send a notice (a “Change of Control Offer”) to each Holder holder of the Securities of such series (which may be sent through electronic transmission) Notes with a copy to the Trustee describing Trustee, which notice will govern the transaction or transactions terms of the Change of Control Offer, stating: (i) that constitute or may constitute a Change of Control Triggering Event with respect to Notes has occurred and offering that such holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the Securities principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of such series purchase (subject to the right of holders of record on the relevant record date specified in to receive interest on the notice, relevant interest payment date); (ii) the circumstances regarding such Change of Control Triggering Event; (iii) the purchase date (which date will shall be (i) no earlier than 30 days nor later than 60 days from the date such notice is delivered sent, if sent after consummation of the Change of Control and (ii) on the date of the Change of Control, if sent prior to consummation of the Change of Control, in each case, other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful:; and (aiv) accept for payment all Securities or portions of the Securities properly tendered pursuant instructions that a holder must follow in order to the applicable Change of Control Offer;have its Notes purchased. (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities Notes electing to have Securities Notes purchased pursuant to a Change of Control Offer will be required to surrender their SecuritiesNotes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Note completed, to the Paying Agent at the address specified in the notice, or transfer their Securities Notes to the Paying Agent paying agent by book-entry transfer pursuant to the applicable procedures of the Paying AgentAgent and DTC, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. . (c) The Company shall not be required to may make a Change of Control Offer in advance of a Change of Control and the Change of Control Payment Date, and the Company’s Change of Control Offer may be conditioned upon such Change of Control, if a third party makes such an offer definitive agreement is in place for the manner, Change of Control at the times and otherwise in compliance with time of making the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series Notes validly tender and do not withdraw such Securities the Notes in a Change of Control Offer or Alternate Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described abovebelow, purchases all of the Securities of such series Notes validly tendered and not withdrawn by such HoldersHolders pursuant to such Change of Control Offer or Alternate Offer, as applicable, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all Securities of such series Notes that remain outstanding following such purchase at a redemption price Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to to, but excluding, the date of redemption Redemption Date (subject to the right of Holders holders of record on a the relevant record date to receive interest on the relevant Interest Payment Date). The provisions Any such redemption pursuant to this Section 4.03(d) shall be made in accordance with Article Ten of the Indenture relating to the Company’s obligation Original Indenture. (e) The Company will not be required to make a Change of Control Offer if (1) a third party makes such an offer in the manner, at the times and otherwise in compliance with respect the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer or (2) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Price and purchases all Notes properly tendered in accordance with the terms of such Alternate Offer. (f) The Company will comply, to the Securities upon extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Triggering Event may be waived Offer. To the extent that the provisions of any securities laws or modified in respect of each applicable series of Securities regulations conflict with the written consent of terms described in the Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. (g) The Holders of a majority in principal amount of the Securities outstanding Notes may, on behalf of such series then outstandingthe holders of all Notes, in accordance with Section 8.02 of the Original Indenture amend or waive the right of the Holders to require the Company to purchase all or any part of each holder’s Notes as a consequence of a Change of Control Triggering Event.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Within 30 days of Securities: If the occurrence of a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesSecurities, the Company shall notify the Trustee in writing of such occurrence and shall make an offer to each Holder purchase (the "Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Offer") of that Holder’s the Securities at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interestinterest(if any) to the Change of Control Payment Date (as hereinafter defined), if any, to, but not including, the date of purchase (subject to the right of Holders holders of record on the relevant record date to receive interest, if any, interest due on the relevant Interest Payment Date); provided interest payment date, in accordance with the procedures set forth in this Section 4.08. In the event that after giving effect at the time of such Change of Control Triggering Event the terms of the Senior Indebtedness of the Company restrict or prohibit the repurchase of Securities pursuant to this Section, then prior to the purchase, mailing of the notice to Holders provided for in Section 4.08(b) below but in any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within event within 30 days following any Change of Control Triggering Event, the date upon which Company shall (i) repay in full all such Senior Indebtedness or offer to repay in full all such Senior Indebtedness and repay such Senior Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Senior Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b). (b) Within 50 days of the occurrence of a Change of Control Triggering Event with respect to the Securities, the Company also shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow ▇▇▇▇▇ News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Securities, at his address appearing in the register of the Securities maintained by the Registrar, a notice stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all such Securities tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred or, at and otherwise subject to the Company’s option, prior to any terms and conditions set forth herein; (2) the Change of Control but after Purchase Price and the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be a Business Day no earlier than 30 days nor and no later than 60 days from after the date on which such notice is delivered mailed (other than as may be required by law) (such date, the “"Change of Control Payment Date”"). The notice may; (3) that any such Security not tendered will continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that any such Securities accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior shall cease to accrue interest after the Change of Control Payment Date Date; (5) that Holders accepting the offer to have their Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice. notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third 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 such Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Securities purchased; (7) that Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such new Security issued shall be in a principal amount in denominations of $1,000 and integral multiples thereof; and (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. (c) On each the Change of Control Payment Date, the Company will, to the extent lawful: shall (a) accept for payment all the Securities or portions of the Securities properly thereof tendered pursuant to the applicable Change of Control Offer; , (b) deposit with the Paying Agent an amount equal money sufficient to pay the change of control payment in respect purchase price of all Securities or portions of Securities properly thereof so tendered pursuant to the applicable Change of Control Offer; and and (c) deliver or cause to be delivered to the Trustee the Securities properly so accepted together with an Officer’s Officers' Certificate stating indicating the aggregate principal amount of Securities or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Securities being purchased. so accepted payment in an amount equal to the purchase price for such Securities, and the Trustee shall promptly authenticate and mail to such holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered; provided that each such new Security shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. (d) The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase repurchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingthis Section 4.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to the Securities of a series, unless require that the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple a portion of $1,000 in excess thereof) of that such Holder’s Securities in cash pursuant to the offer described below (the “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to, but not including, to the date of purchase purchase. (subject b) Prior to the right mailing of Holders the notice referred to below, but in any event within 30 days following the date on which the Company becomes aware that a Change of record on Control has occurred (the relevant record date “Change of Control Date”), the Company covenants that if the purchase of the Securities would violate or constitute a default under any other Indebtedness of the Company, then the Company shall, to receive interestthe extent needed to permit such purchase of Securities, either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, due on under any such Indebtedness to permit the relevant Interest Payment Date); purchase of the Securities as provided that after giving effect below. The Company shall first comply with the covenant in the preceding sentence before it will be required to make the Change of Control Offer or purchase the Securities pursuant to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. provisions described below. (c) Within 30 days following the date upon on which the Company becomes aware that a Change of Control has occurred, the Company must send, by first class mail, postage prepaid, a notice to each Holder, which notice shall govern the terms of the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except Offer. The notice to the extent that the Company has exercised its right Holders shall contain all instructions and materials necessary to redeem the enable such Holders to tender Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”. Such notice shall state: (1) to each Holder of that the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event Offer is being made pursuant to this Section 4.15 and offering to that all Securities validly tendered and not withdrawn will be accepted for payment; (2) the purchase price (including the Securities amount of such series on accrued interest, if any) and the purchase date specified in the notice, (which date will shall be no earlier than 30 days nor later than 60 45 days from the date such notice is delivered (mailed, other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Security not tendered will continue to accrue interest; (4) that, if delivered prior unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior shall cease to accrue interest after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities a Security purchased pursuant to a Change of Control Offer will be required to surrender their Securitiesthe Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent and Registrar for the Securities at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to 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 Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; (7) that Holders whose Securities are purchased only in part shall be issued new Securities in a principal amount equal to the unpurchased portion of the Securities surrendered; provided, however, that each Security purchased and each new Security issued shall be in a principal amount of $1,000 or integral multiples thereof; and (8) the circumstances and relevant facts regarding such Change of Control. (d) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Securities or portions thereof (in integral multiples of $1,000) validly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 cash in U.S. dollars or United States Government Obligations sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers’ Certificate specified in clause (iii) above, the Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, out of the funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Securities equal in principal amount to any unpurchased portion of the Securities surrendered. Upon the payment of the purchase price for the Securities accepted for purchase, the Trustee shall return the Securities purchased to the Company for cancellation. Any monies remaining after the purchase of Securities pursuant to a Change of Control Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Eight. For purposes of this Section 4.15, the Trustee shall, except with respect to monies owed as obligations to the Trustee pursuant to Article Eight, act as the Paying Agent. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Securities pursuant to a Change of Control Offer. To the extent the provisions of any such rule conflict with the provisions of this Indenture relating to a Change of Control Offer, the Company shall comply with the provisions of such rule and be deemed not to have breached its obligations relating to such Change of Control Offer by virtue thereof. (f) Paragraphs (a)-(e) of this Section 4.15 notwithstanding, the Company shall not be required to make a Change of Control Offer if if, instead, the Company elects to effect a third party makes such an offer in the manner, at the times and otherwise Change of Control Redemption in compliance with the requirements for an offer made by listed on the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such HoldersExhibit A hereof. (g) Paragraphs (a)-(f) notwithstanding, the Company will have the right, upon shall not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation be required to make a Change of Control Offer with respect to the Securities upon or a Change of Control Triggering Event may be waived or modified Redemption in respect the event of each applicable series of Securities with the written consent (i) changes in a majority of the Holders board of directors of the Company or LIN TV so long as a majority in principal amount of the Securities of such series then outstandingboard of directors continues to consist of Continuing Directors and (ii) certain transactions with Permitted Holders (including H▇▇▇▇ Muse, its officers and directors, and their respective Affiliates).

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to the Securities of a series, unless require the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Securities Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but not includingexcluding, the date of purchase (subject purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities receipt of such series Early Tender Premium that remain outstanding shall have a denomination holders (i) provide consents to any requested amendments of $2,000 this Indenture and integral multiples of $1,000 (ii) waive any withdrawal rights in excess of that amount. Within 30 days following the date upon which connection with the Change of Control Triggering Event has occurred or, at the Company’s option, prior to Offer. Within 30 calendar days following any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will shall deliver a notice to each Holder stating: (a “1) that the Change of Control Offer”Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment; (2) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to purchase price and the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be no earlier than 30 15 calendar days nor and no later than 60 calendar days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Note not tendered shall continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned shall cease to accrue interest on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to and after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender their Securitiessuch Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Notes completed, to the Paying Agent paying agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, such notice prior to the close of business on the third fifth Business Day prior preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such H▇▇▇▇▇ is withdrawing its election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment Datein respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. If Holders the Change of Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not less than 90% withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in aggregate principal amount payment of the outstanding Securities of a series validly tender and do not withdraw such Securities in applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control Offer in lieu of Control, conditioned upon the Company, as described above, purchases all of the Securities consummation of such series validly tendered and not withdrawn by such HoldersChange of Control, if a definitive agreement is in place for the Company will have Change of Control at the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to time the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingis made.

Change of Control Offer. Except as otherwise established (a) In the event that, pursuant to Section 3.01 with respect to any series of Securities: If 4.07 hereof, the Company shall commence a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesOffer, the Company shall make an offer to each Holder follow the procedures in this Section 3.01. (b) The Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at Control Offer shall remain open for a purchase price in cash equal to 101% of period specified by the aggregate principal amount thereof, plus accrued Company which shall be no less than 30 days and unpaid interest, if any, to, but not including, no more than 60 days from and including the date of purchase the mailing of notice in accordance with Section 3.01(d) hereof (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment "Commencement Date"); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice longer period is delivered (other than as may be required by law) applicable law (such date, the “"Tender Period"). On the day (the "Change of Control Payment Date”). The notice may") immediately following the last day of the Tender Period, the Company shall purchase the principal amount of Securities duly surrendered for repurchase and not withdrawn. (c) If a Change of Control Payment Date is after a record date and before the related interest payment date, accrued interest, if delivered prior any, to the related interest payment date will be paid to the persons in whose names the Securities are registered at the close of consummation business on such record date, notwithstanding the repurchase of any such Securities on such Change of Control Payment Date, and no additional interest, if any, will be payable to Noteholders who tender Securities for purchase on such Change of Control Payment Date. (d) The Company shall provide the Trustee with written notice of the Change of Control Offer at least 10 Business Days before the Commencement Date. (e) Within 45 days following any Change of Control, state the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice to each of the Noteholders, which shall govern the terms of the Change of Control Offer and shall state: (i) that the Change of Control Offer is conditioned on being made pursuant to this Section 3.01 and Section 4.07 hereof and that all Securities validly tendered will be accepted for payment; (ii) the purchase price (as determined in accordance with Section 4.07 hereof, subject to Section 3.01(c) hereof), the length of time the Change of Control Triggering Event and/or Offer will remain open and the Change of Control Payment Date; (iii) that any other related transaction Security or event being consummated on portion thereof not validly tendered or prior accepted for payment will continue to accrue interest and will continue to have conversion rights; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, any Security or portion thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date and will cease to have conversion rights after the Change of Control Payment Date; (v) that Noteholders electing to have a Security or portion thereof purchased pursuant to any Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Noteholder To Elect Purchase", that is set forth in Exhibit A hereto, on the reverse of the Security completed, to a Paying Agent at the address specified in the notice (which shall include an address in the Borough of Manhattan, The City of New York) prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Noteholders will be entitled to withdraw their election if a Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a letter or facsimile transmission setting forth the name of the Noteholder, the principal amount of the Securities or portion thereof delivered for purchase and a statement that such Noteholder is withdrawing his election to have such Securities or portions thereof purchased; and (vii) that Noteholders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1.00 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions, other information and materials that the Company shall reasonably deem necessary to enable such Noteholders to tender Securities pursuant to the Change of Control Offer or to withdraw tendered Securities. In the event that the Company is required by applicable law to extend the Tender Period beyond the Change of Control Payment Date set forth in such notice. On each , the Company will, as promptly as possible, issue a press release and send notice to holders announcing such extension and the new Change of Control Payment Date. (f) Prior to 10:00 A.M. (New York City Time) on the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the change Change of control payment Control Payment in respect of all Securities or portions thereof validly tendered and not withdrawn, such funds to be held for payment in accordance with the terms of this Section 3.01; provided, however, that, in the event that (i) the Company elects to pay the Change of Control Payment by the delivery of Ordinary Shares in accordance with Section 4.07A hereof and (ii) all of the conditions set forth in Section 4.07A are satisfied, in lieu of deposits with the Change of Control Payment Transfer or Paying Agent in immediately available funds, the Company shall deliver to the Trustee or a Paying Agent certificates evidencing the Ordinary Shares to be delivered in payment of the Change of Control Payment, which certificates shall be in the reserve, and appropriate numbers of shares deliverable to, each holder of Securities properly or providers hereof validly tendered pursuant to the applicable Change of Control Order. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment the Securities or portions thereof validly tendered pursuant to the Change of Control Offer; and , (cii) deliver or cause to be delivered to the Trustee the Securities properly so accepted together and (iii) deliver to the Trustee an Officers' Certificate identifying the Securities or portions thereof tendered and not withdrawn to the Company and stating that such Securities have been accepted for payment by the Company in accordance with the terms of this Section 3.01. The Paying Agent designated by the Company shall promptly (but in any case not later than five calendar days after the Change of Control Payment Date) mail or deliver to each holder of Securities so accepted for payment an Officer’s Certificate stating amount (or Ordinary Shares) equal to the aggregate Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and mail or otherwise deliver to each such Noteholder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each new Security shall be in a principal amount of $1.00 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or portions otherwise delivered by or on behalf of Securities being purchasedthe Company to the holders thereof. The Company will publicly announce the results of the Change of Control Offer on, or as soon as practicable after, the Change of Control Payment Date. (g) The Change of Control Offer shall comply, to be made by the extent applicable, Company in compliance with the requirements of Rule 14(e)-1 all applicable provisions of the Exchange Act and any other securities laws or and regulations (including, without limitation, Rules 13e-4 and 14e-1 under the Exchange Act) to the extent such laws and regulations are applicable in connection with the purchase repurchase of the Securities pursuant to in connection with a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingControl.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series (a) Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect Control, each Holder shall have the right to the Securities of a series, unless require the Company has exercised its right to redeem the Securities of such series, the Company shall make an offer to each Holder of Securities of that series to purchase repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Securities Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest to, if anybut excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but not includingexcluding, the date of purchase (subject purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities receipt of such series Early Tender Premium that remain outstanding shall have a denomination holders (i) provide consents to any requested amendments of $2,000 this Indenture and integral multiples of $1,000 (ii) waive any withdrawal rights in excess of that amount. Within 30 days following the date upon which connection with the Change of Control Triggering Event has occurred or, at the Company’s option, prior to Offer. Within 30 calendar days following any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will shall deliver a notice to each Holder stating: (a “1) that the Change of Control Offer”Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment; (2) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to purchase price and the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the noticedate, which date will shall be no earlier than 30 15 calendar days nor and no later than 60 calendar days from the date such notice is delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice may; (3) that any Note not tendered shall continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned shall cease to accrue interest on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to and after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities any Notes purchased pursuant to a Change of Control Offer will shall be required to surrender their Securitiessuch Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security Notes completed, to the Paying Agent paying agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, such notice prior to the close of business on the third fifth Business Day prior preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Hol▇▇▇ ▇▇ withdrawing its election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment Datein respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 4.17 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. If Holders the Change of Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not less than 90% withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in aggregate principal amount payment of the outstanding Securities of a series validly tender and do not withdraw such Securities in applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer and the Company, or any third party making may be made in advance of a Change of Control Offer in lieu of Control, conditioned upon the Company, as described above, purchases all of the Securities consummation of such series validly tendered and not withdrawn by such HoldersChange of Control, if a definitive agreement is in place for the Company will have Change of Control at the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to time the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingis made.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: (a) If a Change of Control Triggering Event occurs with respect to any series of the Securities of a seriesNotes (other than the 8.30% Notes due 2023, the 7.65% Notes due 2023, the 7.875% Notes due 2027, the 8.30% Step-Down Notes due 2033 and the 6.150% Notes due 2036), unless the Company has exercised its right to redeem the Securities of such seriesNotes, in full, as described in Section 2.14 herein, the Company shall will make an offer to each Holder (the “Change of Securities Control Offer”) of that Notes of such series to purchase repurchase any and all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Securities Notes of such series, at a purchase repurchase price in cash equal to 101% of the aggregate principal amount thereof, of the Notes of such series repurchased plus accrued and unpaid interest, if any, thereon to, but not includingexcluding, the date of purchase repurchase (subject to the right “Change of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment DateControl Payment”); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 thirty (30) days following the date upon which the any Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01Event, the Company will mail (or otherwise deliver in accordance with the applicable procedures of the Depository) a notice (a “Change to Holders of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee Notes describing the transaction or transactions that constitute or may constitute a the Change of Control Triggering Event and offering to purchase repurchase the Securities of such series Notes on the date specified in the notice, which date will be no earlier less than 30 fifteen (15) days nor later and no more than 60 sixty (60) days from the date such notice is mailed (or otherwise delivered (other than as may be required by lawin accordance with the applicable procedures of the Depository) (such date, the “Change of Control Payment Date”). The notice may, if delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer;procedures required by the Notes, and described in such notice. (b) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, will comply with the requirements of Rule 14(e)-1 of 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase repurchase of Securities pursuant to the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securitiesthis Section, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section by virtue thereof. Holders of Securities electing such conflicts. (c) The Company will not be required to have Securities purchased pursuant offer to repurchase the Notes upon the occurrence of a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such the third party purchases repurchases on the applicable date all Securities Notes properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount ; provided that for all purposes of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer Notes and the CompanyIndenture, or any a failure by such third party making a Change of Control Offer in lieu of to comply with the Company, as described above, purchases all of the Securities requirements of such series validly tendered offer and not withdrawn to complete such offer shall be treated as a failure by such Holders, the Company will have to comply with its obligations to offer to purchase the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant Notes unless the Company promptly makes an offer to repurchase the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase Notes at a redemption price in cash equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, thereon, to the date of redemption repurchase, which shall be no later than thirty (subject to 30) days after the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Companythird party’s obligation to make a scheduled Change of Control Offer with respect to Payment Date. (d) On the Securities upon a Change of Control Triggering Event may be waived Payment Date, the Company will, to the extent lawful: (i) accept or modified cause a third party to accept for payment all Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of each applicable series of Securities all Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the written consent of the Holders of a majority in principal amount of the Securities Notes being purchased. (e) For the purposes of such series then outstanding.this Section, the terms below are defined as follows:

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesControl, the Company shall be obligated to make an offer to each Holder purchase (the "Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Offer") of that Holder’s Securities the outstanding Notes at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, thereof plus any accrued and unpaid interest, if any, to, but not including, the date of purchase (subject interest thereon to the right Change of Holders of record on Control Payment Date (as hereinafter defined) in accordance with the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 procedures set forth in excess of that amountthis covenant. Within 30 days following of the date upon which occurrence of a Change of Control, the Company shall (i) cause a notice of the Change of Control Triggering Event has occurred or, Offer to be sent at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except least once to the extent that Dow ▇▇▇▇▇ News Service or similar business news service in the Company has exercised its right United States and (ii) send by first-class mail, postage prepaid, to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) Trustee and to each Holder of the Securities Notes, at the address appearing in the register maintained by the Registrar of such series the Notes, a notice stating: (which may be sent through electronic transmissiona) with a copy to that the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event Offer is being made pursuant to this covenant and offering to purchase the Securities of such series on the date specified in the notice, which date that all Notes validly tendered will be no accepted for payment; (b) the Change of Control Purchase Price and the purchase date (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date such notice is delivered mailed (other than as may be required by law) (such date, the “"Change of Control Payment Date”"). The notice may); (c) that any Note not validly tendered will continue to accrue interest; (d) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that any Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior shall cease to accrue interest after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (be) deposit with that Holders accepting the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed offer to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities their Notes purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, Notes to the Paying Agent at the address specified in the notice, or transfer notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (f) that Holders will be entitled to withdraw their Securities to acceptance if the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agentreceives, prior to not later than the close of business on the third Business Day prior to 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 delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased; (g) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided, that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; (h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and (i) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof validly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes or portions thereof so accepted for cancellation. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided, that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. If any Credit Facilities are in effect or if the Senior Notes are outstanding or if any other Indebtedness of the Company or its Restricted Subsidiaries that requires a payment upon a Change of Control is outstanding, or any amounts are owing thereunder or in respect thereof, at the time of the occurrence of a Change of Control, prior to the mailing of the notice to Holders described in the preceding second paragraph, but in any event within 30 days following any Change of Control, the Company shall be required to (i) cause the borrowers thereunder to repay in full all obligations under or in respect of such Credit Facility or such other Indebtedness or offer to repay in full all obligations under or in respect of such Credit Facility or such other Indebtedness and repay within such 30-day period the obligations under or in respect of such Credit Facility or such other Indebtedness of each lender who has then irrevocably accepted such offer and cause the Company to repay within such 30-day period in full all obligations in respect of the Senior Notes or offer to repay in full all obligations in respect of the Senior Notes of each holder who has then irrevocably accepted such offer or (ii) cause such borrowers and the Company to obtain the requisite consent under such Credit Facility, or such other Indebtedness, the holders of such other Indebtedness and from the holders of the Senior Notes, respectively, to permit the repurchase of the Notes as described above. The Company must first comply with the terms of the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided, that the Company's failure to comply with the terms of the preceding sentence constitutes an Event of Default described in clause (iii) of Section 6.01. If the Company has issued any outstanding (i) Subordinated Indebtedness or (ii) Capital Stock, and the Company is required to make a Change of Control Offer or to make a distribution with respect to such Subordinated Indebtedness or Capital Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such Subordinated Indebtedness or Capital Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the holders of Notes that have validly accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes. In the event that a Change of Control occurs and the Holders of Notes exercise their right to require the Company to purchase Notes, if such purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act at that time, the Company will comply with the requirements of Rule l4e-1 as then in effect with respect to such repurchase. The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes such an offer Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company of this Indenture and such third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingOffer.

Change of Control Offer. Except as otherwise established (a) In the event that, pursuant ----------------------- to Section 3.01 with respect to any series of Securities: If 4.06 hereof, the Company shall commence a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesOffer, the Company shall make an offer to each Holder follow the procedures in this Section 3.08. (b) The Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that Control Offer shall remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within open for 30 calendar days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute Company Notice provided pursuant to Section 3.08(e) (the Change of Control"Commencement Date"), except to the extent that a longer period is required by applicable law. On the date that is 45 days after the date of the Company has exercised its right to redeem Notice (the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (other than as may be required by law) (such date, the “"Change of Control Payment Date”"). The notice may, if delivered prior except to the extent that a longer period is required by applicable law, the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.06 hereof (the "Offer Amount"). (c) If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Note is registered at the close of consummation business on such record date, and no additional interest will be payable to Noteholders who tender Notes pursuant to the Change of Control Offer. (d) The Company shall provide the Trustee with notice of the Change of Control Offer at least 10 Business Days before the Commencement Date. (e) Within 30 days after the occurrence of a Change of Control, state the Company or the Trustee (at the request and expense of the Company) shall send, by first class mail, a notice (the "Company Notice") to each of the Noteholders, which shall govern the terms of the Change of Control Offer and shall state: (i) that the Change of Control Offer is conditioned on being made pursuant to this Section 3.08 and Section 4.06 hereof and that all Notes tendered will be accepted for payment; (ii) the Offer Amount, the purchase price (as determined in accordance with Section 4.06 hereof) the length of time the Change of Control Triggering Event and/or Offer will remain open and the Change of Control Payment Date; (iii) that any other related transaction Note or event being consummated on portion thereof not tendered or prior accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, any Note or portion thereof accepted for payment pursuant to the Change of Control Payment Date specified in Offer shall cease to accrue interest after the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (bv) deposit with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders of Securities Noteholders electing to have Securities a Note or portion thereof purchased pursuant to a any Change of Control Offer will be required to surrender their Securitiesthe Note, with the form entitled “"Option of Holder to Noteholder To Elect Purchase” " on the reverse of the Security Note completed, to the Paying Agent at the address specified in the notice, or transfer their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, Company Notice prior to the close of business on the third Business Day prior 30th day after the Commencement Date; (vi) that, unless the Company defaults in the payment of the Change of Control Payment, an election pursuant to Clause (v) above shall be irrevocable, and that the right of the holder to convert the Notes with respect to which the repurchase right is being exercised shall expire upon submission of such Notes; and (vii) that Noteholders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions and materials that the Company shall reasonably deem necessary to enable such Noteholders to tender Notes pursuant to the Change of Control Offer. (f) On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have shall, to the rightextent lawful, upon not less than 30 nor more than 60 days’ prior notice(i) irrevocably deposit with the Trustee or the Paying Agent in immediately available funds an amount equal to the Offer Amount plus accrued interest on such Notes or portions thereof, given not more than 30 days following such purchase (ii) accept for payment the Notes or portions thereof tendered pursuant to the Change of Control Offer described aboveOffer, (iii) deliver or cause to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, be delivered to the date of redemption Trustee Notes so accepted and (subject iv) deliver to the right of Holders of record on a record date to receive interest on Trustee an Officers' Certificate stating such Notes or portions thereof have been accepted for payment by the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified Company in respect of each applicable series of Securities accordance with the written consent terms of the Holders of a majority in principal amount of the Securities of such series then outstandingthis Section 3.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series Upon the occurrence of Securities: If a Change of Control Triggering Event occurs with respect to Control, each Lender shall have the Securities of a series, unless the Company has exercised its right to redeem require the Securities of such series, the Company shall make an offer Borrower to each Holder of Securities of that series to purchase prepay all or any part of such Lender’s Loans pursuant to the offer described below (the “Change of Control Offer”) at a prepayment price (the “Change of Control Prepayment Price”) equal to $2,000 or an integral multiple of $1,000 in excess thereof(a) of that Holder’s Securities at a purchase price in cash equal any time prior to July 15, 2009, 101% of the aggregate principal amount thereof, and (b) at any time thereafter, 100% of the principal amount thereof, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amountprepayment date. Within 30 days following any Change of Control, the date upon which Borrower shall provide a written notice to the Administrative Agent containing the following information: (1) the fact that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section 2.05(a); (2) the Change of Control Triggering Event has occurred orPrepayment Price and the prepayment date, at the Company’s optionwhich shall be, prior subject to any Change contrary requirements of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Controlapplicable law, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered mailed; (other than as may be required by law3) (such date, the “circumstances and relevant facts regarding the Change of Control Payment Date”). The notice may(including information with respect to pro forma historical income, if delivered prior cash flow and capitalization after giving effect to the date of consummation of the Change of Control, state ); and (4) a statement that the any Lender wishing to have its Loans prepaid pursuant to such Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b) deposit must comply with the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchasedSection 2.05(f). The Company Administrative Agent shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to promptly provide a Change of Control Triggering Event. To the extent that the provisions copy of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations by virtue thereof. Holders notice of Securities electing to have Securities purchased pursuant to a any Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified Lenders in the noticesame form as received by it. On the prepayment date, or transfer their Securities the Borrower shall to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer if a third party makes such an offer extent lawful prepay all Put Loans in the manner, at the times and otherwise in compliance accordance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingSection 2.10.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series Within 50 days of Securities: If (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event occurs with respect to the Securities of a series, unless the Company has exercised its right to redeem the Securities of such seriesEvent, the Company shall notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to each Holder purchase (the "Change of Securities of that series to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofControl Offer") of that Holder’s Securities the Notes at a purchase price in cash equal to 101100% of the aggregate principal amount thereof, thereof plus any accrued and unpaid interest, if any, to, but not includinginterest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the date Company also shall (a) cause a notice of purchase (subject the Change of Control Offer to be sent at least once to the right Dow Jones News Service or similar business news service in the United ▇▇▇▇▇s and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of Holders the Notes, at his address appearing in the register of record on the relevant record date Notes maintained by the Security Registrar, a notice stating: (1) that the Change of Control Offer is being made pursuant to receive interestthis covenant and that all Notes tendered will be accepted for payment, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at and otherwise subject to the Company’s option, prior to any terms and conditions set forth herein; (2) the Change of Control but after Purchase Price and the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company has exercised its right to redeem the Securities of the relevant series pursuant to any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series purchase date (which may shall be sent through electronic transmission) with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase the Securities of such series on the date specified in the notice, which date will be Business Day no earlier than 30 days nor later than 60 50 days from the date such notice is delivered (other mailed and no later than as may be required by law15 days after the date of the corresponding Change of Control Triggering Event) (such date, the “"Change of Control Payment Date”"). The notice may; (3) that any Note not tendered will continue to accrue interest; (4) that, if delivered prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Purchase Price, state that any Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event and/or any other related transaction or event being consummated on or prior shall cease to accrue interest after the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Company will, to the extent lawful: (a) accept for payment all Securities or portions of the Securities properly tendered pursuant to the applicable Change of Control Offer; (b5) deposit with that holders accepting the Paying Agent an amount equal to the change of control payment in respect of all Securities or portions of Securities properly tendered pursuant to the applicable Change of Control Offer; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. The Company shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed offer to have breached its obligations by virtue thereof. Holders of Securities electing to have Securities their Notes purchased pursuant to a Change of Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, Notes to the Paying Agent at the address specified in the notice, or transfer notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that holders will be entitled to withdraw their Securities to acceptance if the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agentreceives, prior to not later than the close of business on the third Business Day prior to 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 delivered for purchase, and a statement that such holder is withdrawing his election to have such Notes purchased; (7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and (8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5, in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (prior to, on or after, as the case may be, the tender of such Notes pursuant to the Change of Control Offer, by the holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall not be is required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. If Holders of not less than 90% in aggregate principal amount of the outstanding Securities of a series validly tender and do not withdraw such Securities in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described above, purchases all of the Securities of such series validly tendered and not withdrawn by such HoldersOffer, the Company will have comply with all applicable tender offer rules including Rule 14e-1 under the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Securities of such series that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if anyExchange Act, to the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date). The provisions of the Indenture relating to the Company’s obligation to make a Change of Control Offer with respect to the Securities upon a Change of Control Triggering Event may be waived or modified in respect of each applicable series of Securities with the written consent of the Holders of a majority in principal amount of the Securities of such series then outstandingextent applicable.