Common use of Offer to Purchase upon Change of Control Clause in Contracts

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the "Change of Control Date"), the Issuer will be required to Company shall notify the ---------------------- Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the Securities then outstanding Notes at a purchase price in cash equal to 101% of their the aggregate principal amount thereof, plus accrued and unpaid interest tothereon, but excludingif any, to the purchase date (the “Change of Control Purchase Price”) Date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant Interest Payment Date). Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an interest payment date that is on integral multiple of $1,000 principal amount. (b) On or prior to the date of purchase). On or before Purchase Date specified in the Purchase DateOffer to Purchase, the Issuer will, Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the extent lawfulOffer, (ii) deposit with the Paying Agent an amount equal or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Change of Control Purchase Price in respect of the Notes all Securities or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: thereof so accepted and (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2iii) deliver or cause to be delivered to the Trustee the Notes for cancellation all Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions of Notes being purchased thereof accepted for payment by the IssuerCompany. The Paying Agent will (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder Securities a new Note Security or Securities equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will Security surrendered as requested by the Holder. Any Security not accepted for payment shall be in a minimum principal amount of $2,000 promptly mailed or integral multiples of $1,000 in excess delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Purchase Date is on or after Company makes an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date Offer to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of ControlPurchase, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities tender offer laws and regulations in the United Statesregulations, including, without limitationto the extent applicable, the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other applicable Federal or State securities laws and regulations in connection with and any applicable requirements of any securities exchange on which the purchase of Notes pursuant to a Change of Control OfferSecurities are listed. To the extent that the provisions of any applicable securities laws or laws, regulations conflict with the provisions of this Section 4.134.15, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offer4.15.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after Upon the occurrence of a Change of Control, each Holder of Notes will have the Issuer will be required right to make require the Company to repurchase all or any part (equal to $1,000 or an Offer to Purchase (a “Change integral multiple thereof) of Control Offer”), with a copy such Holder's Notes pursuant to the Trustee, all of offer described below (the outstanding Notes "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of their the aggregate principal amount thereof plus accrued and unpaid interest toand Liquidated Damages thereon, but excludingif any, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchasepurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"), pursuant to the procedures required by Section 3.09 hereof and described in such notice. 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 repurchase of the Notes as a result of a Change of Control. On or before the Purchase Change of Control Payment Date, the Issuer willCompany shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price Payment in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof so tendered and (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (23) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerCompany. The Paying Agent will promptly deliver mail to each Holder who has of Notes so tendered Notes the Change of Control Purchase Price Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tenderedsurrendered, if any; provided PROVIDED that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. If Prior to complying with the Purchase Date is on provisions of this Section 4.14, but in any event within 30 days following a Change of Control, the Company shall either repay all outstanding Indebtedness under the Credit Facility and terminate the commitments thereunder or after an interest record date and on or before obtain the related interest payment date, any accrued and unpaid interest, if any, will be paid on requisite consents under the relevant interest payment date Credit Facility to permit the Person in whose name a Note is registered at repurchase of Notes required by this Section 4.14. The Company shall publicly announce the close of business on such record date and will not be paid as part results of the Change of Control Purchase Price. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes on or as soon as practicable after the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Payment Date. The Change of Control Offer made by the Issuer and purchases all Notes validly tendered and provisions described above will be applicable whether or not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating are applicable. Except as described above with respect to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon this Indenture does not contain provisions that permit the occurrence Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a Change of Controltakeover, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer recapitalization or Alternate Offersimilar transaction.

Offer to Purchase upon Change of Control. No later than 30 days after (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the "Change of Control Date"), the Issuer will be required to Company shall notify the Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 20 days after the Change of Control Date, make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the Securities then outstanding Notes at a purchase price in cash equal to 101% of their the aggregate principal amount thereof, plus accrued and unpaid interest tothereon, but excludingif any, to the purchase date (the “Change of Control Purchase Price”) Date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant Interest Payment Date). Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an interest payment date that is on integral multiple of $1,000 principal amount. (b) On or prior to the date of purchase). On or before Purchase Date specified in the Purchase DateOffer to Purchase, the Issuer will, Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the extent lawfulOffer, (ii) deposit with the Paying Agent an amount equal or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Change of Control Purchase Price in respect of the Notes all Securities or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: thereof so accepted and (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2iii) deliver or cause to be delivered to the Trustee the Notes for cancellation all Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions of Notes being purchased thereof accepted for payment by the IssuerCompany. The Paying Agent will (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder Securities a new Note Security or Securities equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will Security surrendered as requested by the Holder. Any Security not accepted for payment shall be in a minimum principal amount of $2,000 promptly mailed or integral multiples of $1,000 in excess delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Purchase Date is on or after Company makes an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date Offer to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of ControlPurchase, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall Company will comply with all applicable securities tender offer laws and regulations in the United Statesregulations, including, without limitationto the extent applicable, the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase repurchase of Notes Securities pursuant to of a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.134.16, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offer4.16.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, ) all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities laws and regulations in the United States, including, without limitation, including the requirements of Rule 14e-1 under the Exchange Act Act, and any other applicable securities laws and or regulations in connection with the purchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the "CHANGE OF CONTROL DATE"), the Issuer will be required to Company shall notify the Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 20 days after the Change of Control Date, make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the Securities then outstanding Notes at a purchase price in cash equal to 101% of their the aggregate principal amount thereof, plus accrued and unpaid interest tothereon, but excludingif any, to the purchase date (the “Change of Control Purchase Price”) Date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant Interest Payment Date). Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an interest payment date that is on integral multiple of $1,000 principal amount. (b) On or prior to the date of purchase). On or before Purchase Date specified in the Purchase DateOffer to Purchase, the Issuer will, Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the extent lawfulOffer, (ii) deposit with the Paying Agent an amount equal or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Change of Control Purchase Price in respect of the Notes all Securities or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: thereof so accepted and (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2iii) deliver or cause to be delivered to the Trustee the Notes for cancellation all Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions of Notes being purchased thereof accepted for payment by the IssuerCompany. The Paying Agent will (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder Securities a new Note Security or Securities equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will Security surrendered as requested by the Holder. Any Security not accepted for payment shall be in a minimum principal amount of $2,000 promptly mailed or integral multiples of $1,000 in excess delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Purchase Date is on or after Company makes an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date Offer to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of ControlPurchase, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall Company will comply with all applicable securities tender offer laws and regulations in the United Statesregulations, including, without limitationto the extent applicable, the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act Act, and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws Federal or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable state securities laws and regulations and any applicable requirements of any securities exchange on which the Securities are listed, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed to have breached its obligations under this Section 4.13 by virtue a Default or an Event of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate OfferDefault.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record Notes on the relevant regular record date to receive interest due on an the relevant interest payment date that is on or prior to the date of purchasedate). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws rules and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offeran Offer to Purchase. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Offer may be waived, waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstandingNotes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record Notes on the relevant regular record date to receive interest due on an the relevant interest payment date that is on or prior to the date of purchasedate). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase repurchase of Notes pursuant to a Change of Control Offeran Offer to Purchase the Notes. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Offer may be waived, waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstandingNotes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, to, but excluding, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date Purchase Date to the Person in whose name a such Note is was registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in shall, to the United States, including, without limitationextent applicable, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and or regulations in connection with the purchase repurchase of Notes pursuant to a Change of Control Offeran Offer to Purchase the Notes. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Offer may be waived, waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Issuers will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record Notes on the relevant regular record date to receive interest due on an the relevant interest payment date that is on or prior to the date of purchasedate). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Issuers will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerIssuers. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer Issuers 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 Indenture applicable to a Change of Control Offer made by the Issuer Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer has Issuers have 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Issuers shall comply with all applicable securities laws and regulations legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase repurchase of Notes pursuant to a Change of Control Offeran Offer to Purchase the Notes. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Offer may be waived, waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstandingNotes. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after Upon the occurrence of a Change of Control, each Holder will have the Issuer will be required right to make require AirGate to repurchase all or any part (equal to $1,000 or an Offer integral multiple thereof) of such Holder's Notes pursuant to Purchase the offer described below (a “the "Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes ") at a purchase an offer price in cash equal to 101% of their the Accreted Value thereof on the date of purchase (if such date of purchase is prior to __________ __, 2004) or 101% of the aggregate principal amount thereof plus accrued and unpaid interest tothereon, but excludingif any, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchasepurchase (if such date of purchase is on or after __________ __, 2004) (the "Change of Control Payment"). Within 30 days following any Change of Control, AirGate will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by Section 3.9 hereof and described in such notice. AirGate 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 repurchase of the Notes as a result of a Change of Control. On or before the Purchase Change of Control Payment Date, the Issuer willAirGate shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price Payment in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof so tendered and (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the Accreted Value or aggregate principal amount amount, as applicable, of Notes or portions of Notes thereof being purchased by the IssuerAirGate. The Paying Agent will promptly deliver mail to each Holder who has of Notes so tendered Notes the Change of Control Purchase Price Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tenderedsurrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 1,000 or an integral multiples of $1,000 in excess multiple thereof. If AirGate will publicly announce the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part results of the Change of Control Purchase PriceOffer on or as soon as practicable after the Change of Control Payment Date. The Issuer Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that AirGate repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. AirGate shall 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 Indenture herein applicable to a Change of Control Offer made by the Issuer AirGate and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control provisions of this Section 4.13Indenture, the Issuer shall AirGate will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offerconflict.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer. The Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Offer to Purchase the Notes. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of the conflict. Certain provisions under this Indenture relative to the Issuer’s obligation to make a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Offer to Purchase upon Change of Control. (a) No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). . (b) On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. . (c) On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Company. (d) The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. . (e) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. . (f) The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer Company has made an offer Offer to purchase Purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. . (g) If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with a Change of Control Offer or Alternate Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than ten 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, as applicable, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Purchase Price or Alternate Offer price, as applicable, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of redemption). (h) The Issuer Company shall comply comply, to the extent applicable, with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and or regulations in connection with the purchase repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. . (i) The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. . (j) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. (a) No later than 30 days after the occurrence of a Change of ControlControl with respect to the Notes, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). . (b) On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. . (c) On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Company. (d) The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. . (e) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. . (f) The Issuer Company will not be required to make a Change of Control Offer upon a Change of Control with respect to the Notes 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer Company has made an offer Offer to purchase Purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. . (g) [Reserved]. (h) The Issuer Company shall comply comply, to the extent applicable, with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and or regulations in connection with the purchase repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. . (i) The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. . (j) Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after Upon the occurrence of a Change of Control, each Holder will have the Issuer will be required right to make require AirGate to repurchase all or any part (equal to $100 or an Offer integral multiple thereof) of such Holder's Notes pursuant to Purchase the offer described below (a “the "Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes ") at a purchase an offer price in cash equal to 101% of their the aggregate principal amount thereof plus accrued and unpaid interest tothereon, but excludingif any, to the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders holders of record on the relevant record date to receive interest due on an the relevant interest payment date) (the "Change of Control Payment"). Within 30 days following any Change of Control, AirGate will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date that specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is on or prior mailed (the "Change of Control Payment Date"), pursuant to the date procedures required by Section 3.9 hereof and described in such notice. AirGate shall comply with the requirements of purchase)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 repurchase of the Notes as a result of a Change of Control. On or before the Purchase Change of Control Payment Date, the Issuer willAirGate shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price Payment in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes thereof so tendered and (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the IssuerAirGate. The Paying Agent will promptly deliver mail to each Holder who has of Notes so tendered Notes the Change of Control Purchase Price Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes so tenderedsurrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 100 or an integral multiples of $1,000 in excess multiple thereof. If AirGate will publicly announce the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part results of the Change of Control Purchase PriceOffer on or as soon as practicable after the Change of Control Payment Date. Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, AirGate will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. AirGate will publicly announce the results of the Change of Control offer on or as soon as practicable after the Change of Control Payment Date. The Issuer Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that AirGate repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. AirGate shall 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 Indenture herein applicable to a Change of Control Offer made by the Issuer AirGate and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Change of Control provisions of this Section 4.13Indenture, the Issuer shall AirGate will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.13 Indenture by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offerconflict.

Offer to Purchase upon Change of Control. No later than (a) Within 30 days after following the occurrence of a Change of ControlControl Triggering Event, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price Purchase Price in cash equal to 101% of their the principal amount plus of the Notes tendered, together with accrued and unpaid interest interest, if any, to, but excludingnot including, the purchase date Purchase Date (the “Change of Control Purchase PricePayment”). (b) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or in integral multiples of $1,000 in excess thereof1,000) properly tendered pursuant to the Change Offer to Purchase; provided that if, following repurchase of Control Offera portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than $150,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $150,000; (2) deposit with the Paying Agent an amount equal to the Purchase Price in respect of all Notes or portions of Notes so accepted; and (23) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. Company in accordance with the terms of this Section 4.15. (c) The Paying Agent will promptly deliver transmit to each Holder who has of Notes so tendered Notes accepted the Change of Control Purchase Price for such Notes, and and, in the case of any Definitive Note purchased in part, the Trustee will promptly authenticate upon receipt of an Authentication Order and mail (or cause to be transferred by book-entry) deliver to each Holder thereof a new Definitive Note equal in principal amount to any unpurchased portion of the Definitive Notes so tenderedsurrendered, if any; provided that each such new Definitive Note will be in a minimum principal amount of $2,000 150,000 or integral multiples of $1,000 in excess thereof. . (d) If the a Purchase Date is on or after an interest record date a Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest, if any, interest to the Purchase Date will be paid on the relevant interest payment date Purchase Date to the Person in whose name a Note is registered at the close of business on such record date Record Date. (e) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of the Notes pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be paid deemed to have complied with its obligations under this Indenture by virtue of such compliance. (f) Other than as part specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of the Change of Control Purchase Price. Sections 3.05 and 3.06. (g) The Issuer Company will not be required to make a Change of Control an Offer to Purchase upon a Change of Control Triggering Event if (i1) a third party makes the Change of Control such Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in of this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change Offer to Purchase or (2) the Company has exercised its right to redeem all of Control Offer, (ii) a notice of redemption for all outstanding the Notes has been givenpursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. (h) Any Offer to Purchase may, at the Company’s discretion, be subject to one or (iii) in connection with or in contemplation more conditions precedent, including the completion of any publicly announced a Qualified Equity Offering, Change of Control, the Issuer has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to Asset Sale or higher than the Change of Control Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws corporate transaction or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of ControlControl Triggering Event. If an Offer to Purchase is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if a definitive agreement is applicable, shall state that, in place for the Change Company’s sole discretion, the Purchase Date may be delayed until such time (including more than 60 days after the date of Control at the time of making applicable notice) as any or all such Change of Control Offer conditions shall be satisfied or Alternate Offerwaived by the Company in its sole discretion, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Purchase Date, or by the Purchase Date as so delayed.

Offer to Purchase upon Change of Control. No later than 30 days after (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the “Change of Control Date”), the Issuer will be required to Company shall notify the Holders of the Notes of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the Notes then outstanding Notes at a purchase price in cash equal to 101% of their the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interestthereon, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer will not be required Date; provided that an Offer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a such Change of Control, if a definitive agreement is in place for the a transaction that would constitute a Change of Control at the time of making such Offer to Purchase. Each Holder shall be entitled to tender all or any portion of the Notes owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount. (b) On or prior to the Purchase Date specified in the Offer to Purchase, the Company shall (i) accept for payment all Notes or portions thereof validly tendered pursuant to the Offer to Purchase, (ii) deposit with the Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Purchase Price of all Notes or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the Purchase Price for such Notes, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Notes a new Note or Notes equal in principal amount to any unpurchased portion of the Note surrendered as requested by the Holder. Any Note not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) The Company will not be required to make an Offer to Purchase upon the occurrence of a Change of Control if another entity makes the Offer to Purchase, in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase upon a Change of Control and purchases all Notes properly tendered and not withdrawn pursuant to such Offer to Purchase. (d) If the Company makes an Offer to Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other applicable Federal or Alternate Offerstate securities laws and regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed a Default or an Event of Default.

Offer to Purchase upon Change of Control. No later than 30 days after (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the "CHANGE OF CONTROL DATE"), the Issuer will be required to Company shall notify the Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the Securities then outstanding Notes at a purchase price in cash equal to 101% of their the aggregate principal amount thereof, plus accrued and unpaid interest tothereon, but excludingif any, to the purchase date (the “Change of Control Purchase Price”) Date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant Interest Payment Date). Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an interest payment date that is on integral multiple of $1,000 principal amount. (b) On or prior to the date of purchase). On or before Purchase Date specified in the Purchase DateOffer to Purchase, the Issuer will, Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the extent lawfulOffer, (ii) deposit with the Paying Agent an amount equal or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Change of Control Purchase Price in respect of the Notes all Securities or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: thereof so accepted and (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2iii) deliver or cause to be delivered to the Trustee the Notes for cancellation all Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions of Notes being purchased thereof accepted for payment by the IssuerCompany. The Paying Agent will (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder Securities a new Note Security or Securities equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will Security surrendered as requested by the Holder. Any Security not accepted for payment shall be in a minimum principal amount of $2,000 promptly mailed or integral multiples of $1,000 in excess delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Purchase Date is on or after Company makes an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date Offer to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of ControlPurchase, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall Company will comply with all applicable securities tender offer laws and regulations in the United Statesregulations, including, without limitationto the extent applicable, the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase repurchase of Notes Securities pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.134.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance4.14. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offer.ARTICLE FIVE MERGERS; SUCCESSOR CORPORATION

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after (a) Following the occurrence of a Change of ControlControl (the date of such occurrence being the "CHANGE OF CONTROL DATE"), the Issuer will be required to Company shall notify the Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the Securities then outstanding Notes at a purchase price in cash equal to 101% of their the aggregate principal amount thereof, plus accrued and unpaid interest tothereon, but excludingif any, to the purchase date (the “Change of Control Purchase Price”) Date (subject to the right of Holders of record on the relevant record date Interest Record Date to receive interest due on the relevant Interest Payment Date). Each Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an interest payment date that is on integral multiple of $1,000 principal amount. (b) On or prior to the date of purchase). On or before Purchase Date specified in the Purchase DateOffer to Purchase, the Issuer will, Company shall (i) accept for payment all Securities or portions thereof validly tendered pursuant to the extent lawfulOffer, (ii) deposit with the Paying Agent an amount equal or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04, money sufficient to pay the Change of Control Purchase Price in respect of the Notes all Securities or portions of Notes properly tendered. On the Purchase Date, the Issuer will, to the extent lawful: thereof so accepted and (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2iii) deliver or cause to be delivered to the Trustee the Notes for cancellation all Securities so accepted together with an Officer’s Officers' Certificate stating the aggregate principal amount of Notes Securities or portions of Notes being purchased thereof accepted for payment by the IssuerCompany. The Paying Agent will (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder Securities a new Note Security or Securities equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new Note will Security surrendered as requested by the Holder. Any Security not accepted for payment shall be in a minimum principal amount of $2,000 promptly mailed or integral multiples of $1,000 in excess delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. (c) If the Purchase Date is on or after Company makes an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date Offer to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of ControlPurchase, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer shall Company will comply with all applicable securities tender offer laws and regulations in the United Statesregulations, including, without limitationto the extent applicable, the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase repurchase of Notes Securities pursuant to of a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.134.14, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the Issuer’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such Change of Control Offer or Alternate Offer4.14.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a written copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excluding, the purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for such Notes, and upon receipt of an Authentication Order, 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been given, unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not validly 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 Alternate Offer, as applicable, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Purchase Price or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Purchase Price or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). The Issuer Company shall comply with all applicable securities laws and regulations legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. The Issuer Company shall comply with all applicable securities laws and regulations legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.

Offer to Purchase upon Change of Control. No later than 30 days after the occurrence of a Change of Control, the Issuer Company will be required to make an Offer to Purchase (a “Change of Control Offer”), with a copy to the Trustee, all of the outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of purchase date (the “Change of Control Purchase Price”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). On or before the Purchase Date, the Issuer Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of the Notes or portions of Notes properly tendered. On the Purchase Date, the Issuer Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes (of minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and (2) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the IssuerCompany. The Paying Agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price 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 so tendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date and will not be paid as part of the Change of Control Purchase Price. The Issuer 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 Indenture applicable to a Change of Control Offer made by the Issuer Company and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer, (ii) a notice of redemption for all outstanding Notes has been givengiven pursuant to Article III, unless and until there is a default in payment of the applicable redemption price, price or (iii) in connection with or in contemplation of any publicly announced Change of Control, the Issuer 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 Purchase Price and has purchased all Notes validly tendered and not validly withdrawn in accordance with the terms of the Alternate Offer. If Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer or Alternate Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than 10 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, as applicable, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Purchase Price or Alternate Offer price, as applicable, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of redemption). The Issuer Company shall comply with all applicable securities laws and regulations legislation in the United States, including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 4.13, the Issuer Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue of such compliance. The provisions under this Indenture relating to the IssuerCompany’s obligation to make a Change of Control Offer may be waived, modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, and conditioned conditional upon the occurrence of a such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making such of the Change of Control Offer or Alternate Offer.