Change of Control Put Clause Samples

Change of Control Put. (A) If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 6(e) shall apply. (B) If, at any time while any Note remains outstanding, either of the following events shall occur (each, as applicable, a "Change of Control Put Event"): (1) a Change of Control occurs and, if at the start of the Change of Control Period the Notes or Vestas are rated by any Rating Agency, a Rating Downgrade in respect of that Change of Control occurs and continues within such Change of Control Period; or (2) a Change of Control occurs and, on the occurrence of the Change of Control, none of the Notes or Vestas are rated by any Rating Agency and a Negative Rating Event occurs within the Change of Control Period, the holder of each Note will have the option (the "Put Option") (unless, prior to the giving of the Change of Control Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition 6(b), 6(c) or 6(d)) to require the Issuer to redeem or, at the Issuer's option, to purchase or procure the purchase of that Note on the Optional Redemption Date (as defined below), at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest (if applicable) to but excluding the Optional Redemption Date. (C) For the purposes of this Condition 6(e)(ii)(C): A "Change of Control" shall occur if any person or group of persons acting in concert gains Control of Vestas;

Change of Control Put. (a) Upon a Change of Control, Holder shall have the right to require the Company to repurchase this Note at a purchase price in cash equal to the Actual Prepayment Value without any premium or penalty (the “Change of Control Purchase Price”), in accordance with the terms contemplated in this Section 3.3. In the event that at the time of such Change of Control the terms of the Indebtedness under any Senior Debt Agreement restrict or prohibit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), then prior to the mailing of the notice to Holder provided for in paragraph (b) of this Section 3.3 but in any event within 60 days following any Change of Control, the Company shall, or shall cause Affinia to, (i) repay in full all Indebtedness under all such Senior Debt Agreements or (ii) obtain the requisite consent under all such Senior Debt Agreements to permit the repurchase of this Note (or a dividend or distribution by Affinia to the Company in an amount sufficient to make such repurchase), as provided for in paragraph (b) of this Section 3.3. (b) Within 60 days following any Change of Control, the Company shall mail a notice to Holder (the “Change of Control Offer”) stating: (i) that a Change of Control has occurred and that Holder has the right to require the Company to purchase this Note at the Change of Control Purchase Price; (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 10 days nor later than 30 days from the date such notice is mailed); and (iv) the instructions, determined by the Company consistent with this Section, that ▇▇▇▇▇▇ must follow in order to have this Note purchased. (c) If Holder elects to have this Note purchased it shall be required to inform the Company and surrender this Note at the address specified in the notice at least three Business Days prior to the purchase date. 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 a statement that ▇▇▇▇▇▇ is withdrawing its election to have this Note purchased. (d) On the purchase date, the Company shall pay the Change of Control Purchase Price to Holder. (e) Notwithstanding the foregoing provisions of this Section 3.3, the Company shall not be required to make a Change of Control Offer...

Change of Control Put. If Change of Control Put is specified as being applicable in the applicable Final Terms, this Condition 7(d)(ii) shall apply. (A) If at any time while any Note remains outstanding: (a) there occurs a Change of Control; and (b) within the Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice (as defined below) and where applicable, the Issuer gives notice of its intention to redeem the Notes (i) under Condition 7(b) or (ii) pursuant to the provisions of Condition 7(c)) to require the Issuer to redeem or, at the Issuer's option, to purchase (or procure the purchase of) that Note on the Optional Redemption Date (Put) (as defined below) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Optional Redemption Date (Put). Registered Notes may be redeemed or purchased under this Condition 7(d)(ii) in any multiple of their lowest Specified Denomination. (B) For the purposes of this Condition 7(d)(ii): a Change of Control shall be deemed to have occurred at each time (whether or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concert, or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquire (a) more than 50 per cent. of the issued ordinary share capital of the Issuer or (b) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer;

Change of Control Put. Subject to the application of Section 9(h) and Section 9(k), the Company shall purchase from each Holder that delivered a Change of Control Election Notice all shares of Series B Preferred Stock specified in such Change of Control Election Notice (a “Change of Control Put”) for a purchase price per each such share of Series B Preferred Stock, payable in cash, equal to the Liquidation Preference of such share of Series B Preferred Stock as of the applicable Change of Control Purchase Date (the “Change of Control Put Price”) on the Change of Control Purchase Date specified in the relevant Change of Control Put Notice (or, in the event that a Change of Control Purchase Date is not specified, the date that is 60 days after the Change of Control Effective Date). A Holder may not convert any shares of Series B Preferred Stock as to which it has elected a Change of Control Put and with respect to which it has not validly withdrawn such election pursuant to Section 9(k). Notwithstanding anything to the contrary herein, the failure of the Company to deliver the Initial Change of Control Notice or the Change of Control Put Notice shall not impair the rights of the Holders under this Section 9(b).

Change of Control Put. At holder’s option at a redemption price of par plus accrued interest to the redemption date Representations, warranties, covenants and events of default: The representations, warranties, financial covenants and events of default shall be substantially similar to and not materially more adverse to Transwestern than those contained in Transwestern’s Note Purchase Agreement dated May 24, 2007 (the “Existing NPA”). The covenants other than financial covenants (and other covenants that establish limitations based on meeting certain financial ratios or percentages of financial amounts (such as consolidated tangible net worth) shall not in the aggregate be materially more adverse to Transwestern than those contained in the Existing NPA. 1 Potentially include registration rights based on determination of impact on pricing. Ranking: Pari Passu with all existing and future unsecured senior debt Security Type: Unsecured Distribution: 144A and Reg S (with registration rights)

Change of Control Put. At holder’s option at a redemption price of percentage not to exceed 105% of the principal amount of the Notes redeemed plus accrued interest to the redemption date Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in indentures of similarly-rated MLPs executed within the last 12 months; provided that (i) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (ii) limitations on restricted payments shall include customary MLP friendly exceptions. Facility: No less than $700 million Revolving Credit Facility Accordion: No less than $200 million Security: Secured by substantially all assets of JVCo and a pledge of all equity interest owned by the Borrower now and in the future, including its interest in ETIH, Canyon, Enogex, ETC MEP, and MEP (provided that MEP interest can be pledged) Ranking: Senior Maturity: Not less than 3 years Interest Rate: • Facility Rating BBB- / Baa3 or higher: No more than L +275 bps • Otherwise: No more than L+375 bps Commitment Fee: No more than 50 bps Upfront/Participation Fees: No more than 125 bps Optional Redemption: Pre-payable any time at par Representations, warranties, covenants and events of default: Shall be substantially similar to and not materially more adverse to JVCo than those contained in credit agreements of similarly-rated MLPs executed within the last 12 months; provided that (i) financial covenants shall be limited to (A) maximum total debt to consolidated EBITDA of not less than 5.0x or 5.50x during an acquisition period and (B) a minimum interest coverage ratio of not less than 1.75x (if the existing market requires an interest coverage ratio), (ii) the limitation on liens shall allow liens securing debt not to exceed 15% of CTNA and (iii) limitations on restricted payments shall include customary MLP friendly exceptions. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Terms Generally 15 ARTICLE II GENERAL PROVISIONS 15 Section 2.1 Formation 15 Section 2.2 Name 15 Section 2.3 Term 15 Section 2.4 Purpose; Powers 15 Section 2.5 Registered Office; Place of Business; Registered Agent 15 Section 2.6 No State Law Partnership 16 ARTICLE III MEMBERS AND INTERESTS 16 Section 3.1 Members 16 Section 3.2 Members Under the Act 16 Section 3.3 Rights or Powers 16 Section 3.4 Membership Interests 16 Section 3.5 Certificates 16 Section 3.6 Registered Holders 16 Section 3.7 S...

Change of Control Put. In the event of a Change of Control, each Holder of outstanding shares of Series B-2 Preferred Stock may, at such Holder’s election, (i) effective as of immediately prior to the Change of Control Effective Date, convert all or a portion of its shares of Series B-2 Preferred Stock pursuant to 1(a) (without regard to any limitations on conversion) or (ii) require the Company to purchase all of such Holder’s shares of Series B-2 Preferred Stock that have not been so converted at a purchase price per share of Series B-2 Preferred Stock (a “Change of Control Put”) for an amount in cash (in the case of clause (A)) or the applicable consideration (in the case of clause (B)) for each such share of Series B-2 Preferred Stock (the “Change of Control Put Price”) equal to, at the Holder’s election (or if the Holder does not so elect, the greater of, as determined by the Board acting in good faith) (A) the Liquidation Preference of such share of Series B-2 Preferred Stock or (B) the amount of cash and/or other assets such Holder would have received in the transaction constituting a Change of Control had such Holder, immediately prior to such Change of Control, converted such share of Series B-2 Preferred Stock into Common Stock pursuant to 1(a) but without regard to any of the limitations on convertibility contained therein (provided, that if the kind or amount of securities, cash and other property receivable in such transaction is not the same for each share of Common Stock held immediately prior to such transaction by a Person, then the kind and amount of securities, cash and other property receivable on Change of Control Put following such transaction shall be deemed to be the weighted average of the types and amounts of consideration received by all holders of Common Stock). The Company shall not take any action that would be reasonably expected to impair the Company’s ability to pay the Change of Control Put Price when due, including by investing available funds in illiquid assets. For clarity, but subject to 1(e), any shares of Series B-2 Preferred Stock that a Holder does not convert as set forth in clause (i) above or subject to the Change of Control Put as set forth in clause (ii) above shall remain outstanding as provided herein.

Change of Control Put. (a) No later than five (5) days following the consummation of a Change of Control Transaction, but not prior to the public announcement of such Change of Control Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “

Change of Control Put. [Applicable/Not Applicable] (only applicable to Notes issued by a Subsidiary Issuer)