Common use of Repurchase at the Option of Holders Clause in Contracts

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliance.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right shall have previously or concurrently mailed a redemption notice with respect to redeem all the Senior Notesthen Outstanding Securities pursuant to Clause A and Clause B above, Holders of Senior Notes will have the right to require the Company shall make an offer to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes the Securities pursuant to the offer described below (the “Change of Control Offer”). In ) at a price in cash (the “Change of Control Offer, the Company shall offer payment in cash Payment”) equal to 101101.0% of the aggregate principal amount of Senior Notes repurchased plus the Securities, together with accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (purchase, subject to the “right of Holders of record of the Securities on the relevant record date to receive interest due on the relevant interest payment date. In connection with any Change of Control Payment”). Within Event (but not later than 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of ControlEvent), the Company shall mail a send notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the such Change of Control Triggering Event Offer by first-class mail, with a copy to the Trustee, the Paying Agent and offering the Registrar, to repurchase each Holder of the Senior Notes on Securities to the date specified address of such Holder appearing in the noticesecurity register, or otherwise in accordance with Applicable Procedures of the Depositary, with the following information: (1) that a Change of Control Offer is being made pursuant to this Clause D and that all Securities properly tendered pursuant to such Change of Control Offer shall be accepted for payment by the Company; (2) the purchase price and the purchase date, which date will shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant ; (3) that any Securities not properly tendered shall remain Outstanding and continue to accrue interest; (4) that unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The Payment, all Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; (5) that Holders shall be entitled to withdraw their tendered Securities and their election to require the Company to purchase such Securities, provided, however, that the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date a facsimile or electronic mail transmission or a letter setting forth the name of the Holder of the Securities, the principal amount of such Securities tendered for purchase, and a statement that such Holder is withdrawing its tendered Securities and its election to have such Securities purchased; (6) that the Holders whose Securities are being repurchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that the unpurchased portion of such Securities must be equal to a minimum of $200,000 and an integral multiple of $1,000 in principal amount in excess thereof; (7) if such notice will, if is mailed prior to the date on which the occurrence of a Change of Control occursEvent, state stating that the Change of Control Offer is conditioned conditional on the occurrence of such Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedEvent; and (c) deliver or cause to be delivered to 8) other instructions, as determined by the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerCompany, at the times and otherwise in compliance consistent with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under covenant described hereunder, that a Holder must follow to tender its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior NotesSecurities. The Company shall comply with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Senior Notes as a result of Securities pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the IndentureIndenture or the Securities, the Company shall be required to comply with the applicable securities laws and regulations and will shall not be deemed to have breached its the Company’s obligations under this Article VII described in the Indenture and the Securities by virtue thereof. On the Change of Control Payment Date, the Company shall, to the extent permitted by law: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Securities or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Securities so accepted together with an Officer’s Certificate to the Trustee stating that such complianceSecurities or portions thereof have been tendered to and purchased by the Company. The Company shall not be required to make a Change of Control Offer following a Change of Control Event if 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 the Indenture and the Securities applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Event, conditional upon the Change of Control, if at the time of making of the Change of Control Offer (i) a definitive agreement is in place for the Change of Control, or (ii) a public offer has been made to acquire all of the outstanding common shares of the Company and has been declared unconditional. Except as set forth in Clause K below, the provisions in the Indenture and the Securities relative to the Company’s obligation to make an offer to repurchase the Securities as a result of a Change of Control Event may be waived or modified at any time with the written consent of the Holders of a majority in principal amount of the then Outstanding Securities under the Indenture.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuer shall be required to redeem offer to purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Payment in respect Holders of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause record on the relevant record dates to be delivered to receive interest due on the Trustee relevant interest payment date), provided that the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required procedures that Holders must follow to repurchase accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required procedures that Holders of the Notes must follow to repurchase accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds (i) for so long as any of the January 2010 Senior Notes if it has given written notice remain outstanding, €25,000,000 and (ii) thereafter, €30,000,000, the Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of €1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If (a) In the event that, pursuant to Section 4.10 or Section 4.13, the Company shall be required to commence an offer to all Holders to purchase Notes and, at the Company’s option, holders of other Pari Passu Indebtedness (each, an “Offer to Purchase”), it shall follow the procedures specified below. (b) Within 25 days following a Net Proceeds Offer Trigger Date and within 30 days following a Change of Control, the Company shall mail or electronically deliver if held by DTC a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that triggered the Offer to Purchase and offering to purchase Notes on the date (the “Purchase Date”) specified in such notice. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer to Purchase shall be made to all Holders. The notice, which shall govern the terms of the Offer to Purchase, shall state: (1) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.10 or 4.13, as the case may be, and the length of time the Offer to Purchase shall remain open; (2) that either (a) in the case of a Change of Control Triggering Event occursOffer, unless the Company a Change of Control has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have occurred and that such Holder has the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior purchase such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount thereof or (b) in the case of Senior a Net Proceeds Offer, there are Net Proceeds in an amount such that such Holder has the right to require the Company to purchase such Holder’s Notes repurchased at 100% of the principal amount thereof, in each case, plus accrued and unpaid interest, if any, to the Purchase Date (subject to the right of Holders of record on the Senior Notes repurchased, relevant Regular Record Date to receive interest on an Interest Payment Date that is on or prior to the date of purchase fixed for purchase); (3) the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company Purchase Date (which shall mail be a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will be Business Day no earlier than 30 days and no nor later than 60 days from following the applicable Net Proceeds Offer Trigger Date, in the case of a Net Proceeds Offer, or the date such notice is mailed (mailed, in the “Change case of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice, which offer will constitute the a Change of Control Offer. The notice will); (4) the aggregate principal amount of Notes (and in the case of a Net Proceeds Offer, Pari Passu Indebtedness) being offered to be purchased (the “Offer Amount”), which shall be equal to the Net Proceeds Offer Amount in the case of a Net Proceeds Offer and the principal amount of all Notes outstanding in the case of a Change of Control Offer; information as to any other Pari Passu Indebtedness included in the Offer to Purchase (in the case of a Net Proceeds Offer); and the purchase price and the Purchase Date; (5) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (6) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the Purchase Date; (7) that Holders electing to have a Note purchased pursuant to any Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if mailed appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (8) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the second Business Day prior to the date Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (9) that, in the case of a Net Proceeds Offer, if the aggregate principal amount of Notes tendered by Holders into an Offer to Purchase exceeds the Offer Amount, the Trustee shall select the Notes to be purchased (i) if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are then listed or (ii) if the Notes are not so listed, on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000, shall be purchased); (10) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (11) in the case of a Change of Control occursOffer, state that the circumstances and relevant facts regarding such Change of Control Offer Control. (c) If the Purchase Date is conditioned on the Change of Control Triggering Event occurring on or prior after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the applicable Change Person in whose name a Note is registered at the close of Control Payment business on such Regular Record Date. , and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase (d) On or before the Change of Control Payment Purchase Date, the Company shall be requiredshall, to the extent lawful, to: (a) accept for payment all Senior payment, in accordance with Section 3.09(b)(9), the Offer Amount of Notes or portions of Senior Notes properly thereof tendered pursuant to the Change of Control Offer; (b) Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, shall deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of purchase price for all Senior Notes or portions of Senior Notes properly tendered; and (c) so accepted for purchase and shall deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Senior this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or electronically deliver if held by DTC to each tendering Holder an amount equal to the purchase price of the Notes being purchasedtendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall not be required to make a Change of Control Offer upon publicly announce the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole results of the Senior Notes. The Company shall comply with Offer to Purchase on or as soon as practicable after the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancePurchase Date.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “"Change of Control Offer”"). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of ControlEvent, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such complianceconflicts. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required procedures that Holders of the Notes must follow to repurchase accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds (i) for so long as any of the January 2010 Senior Notes if it has given written notice remain outstanding, €25,000,000 and (ii) thereafter, €30,000,000, the Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Company has exercised its right to redeem the Senior Notes, Holders each Holder of Senior Notes will have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of their Senior such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”). In ") at an offer price in cash (the "Change of Control Offer, the Company shall offer payment in cash Payment") equal to 101% of the aggregate principal amount of Senior Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”)purchase. Within 30 ten days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall Issuers will mail a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the such notice, which date will 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 the this Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with On the Change of Control Payment Date, the Issuers 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 Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The 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 IndentureHolders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, the Company recapitalization or similar transaction. The Issuers shall not be required to comply make a Change of Control Offer upon a Change of Control if 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 securities laws to a Change of Control Offer made by the Issuers and regulations purchases all Notes validly tendered and will not be deemed to have breached its obligations withdrawn under this Article VII by virtue such Change of such complianceControl Offer.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption Upon Changes in Withholding Taxes,” of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds €50,000,000, the Exchange Act Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of €1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “"Change of Control Offer”"). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of ControlEvent, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such complianceconflicts. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuer shall be required to redeem offer to purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, premium and Additional Amounts, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Payment in respect Holders of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause record on the relevant record dates to be delivered to receive interest due on the Trustee relevant interest payment date), provided that the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds $50.0 million, the Exchange Act Issuer shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Senior Notes as a result and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds, provided, however, that if an Excess Proceeds Offer to repay or repurchase any Debt of any Restricted Subsidiary of the Issuer is made in accordance with the terms of such Debt, the obligation to permanently reduce Debt of a Change Restricted Subsidiary will be deemed to be satisfied to the extent of Control Triggering Eventthe amount of the Excess Proceeds Offer, whether or not accepted by the holders thereof, and no Excess Proceeds in the amount of such Excess Proceeds Offer will be deemed to exist following such Excess Proceeds Offer. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuer shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 £59,000 or an integral multiple of $1,000 £1 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to Date), provided, that the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6.01, “Optional Redemption,” or Section 7.01, “Redemption Upon Changes in Withholding Taxes,” of this Note. The Issuer shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required procedures that Holders must follow to repurchase accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds £25 million, the Issuer shall, within 20 Business Days thereafter, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Senior Notes if it has given written notice Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder pari passu Lien on such Collateral), to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of £1) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the principal amount or regulations conflict accreted value of such Pari Passu Debt tendered by each holder or by such other method as is customary with the Change procedures of Control provisions Euroclear or Clearstream, including the application of a “pool factor” to the Indenturenominal amount of each Note). Upon completion of each such Excess Proceeds Offer, the Company shall amount of Excess Proceeds will be required reset to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancezero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs(a) In the event that, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control OfferSection 4.10 or Section 4.13, the Company shall be required to commence an offer payment in cash equal to 101% all Holders to purchase Notes and, at the Company’s option, holders of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interestother Pari Passu Indebtedness (each, if any, on the Senior Notes repurchased, an “Offer to the date of purchase (the “Change of Control PaymentPurchase”). , it shall follow the procedures specified below. (b) Within 25 days following a Net Proceeds Offer Trigger Date and within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the a Change of Control, the Company shall mail a notice to Holders of Senior Notes each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute triggered the Change of Control Triggering Event Offer to Purchase and offering to repurchase the Senior purchase Notes on the date (the “Purchase Date”) specified in such notice. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer to Purchase shall be made to all Holders. The notice, which shall govern the terms of the Offer to Purchase, shall state: (1) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.10 or 4.13, as the case may be, and the length of time the Offer to Purchase shall remain open; (2) that either (a) in the case of a Change of Control Offer, a Change of Control has occurred and that such Holder has the right to require the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof or (b) in the case of a Net Proceeds Offer, there are Net Proceeds in an amount such that such Holder has the right to require the Company to purchase such Holder’s Notes at 100% of the principal amount thereof, in each case, plus accrued and unpaid interest, if any, to the Purchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on an Interest Payment Date that is on or prior to the date will fixed for purchase); (3) the Purchase Date (which shall be a Business Day no earlier than 30 days and no nor later than 60 days from following the applicable Net Proceeds Offer Trigger Date, in the case of a Net Proceeds Offer, or the date such notice is mailed (mailed, in the “Change case of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice, which offer will constitute the a Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer); (b4) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions (and in the case of Senior a Net Proceeds Offer, Pari Passu Indebtedness) being offered to be purchased (the “Offer Amount”), which shall be equal to the Net Proceeds Offer Amount in the case of a Net Proceeds Offer and the principal amount of all Notes being purchased. The Company shall not be required to make a Change of Control Offer upon outstanding in the occurrence case of a Change of Control Triggering Event if a third party makes such an offer Offer; information as to any other Pari Passu Indebtedness included in the manner, at Offer to Purchase (in the times and otherwise in compliance with the requirements for an offer made by the Company case of a Net Proceeds Offer); and the third party repurchases all Senior Notes properly purchase price and the Purchase Date; (5) that any Note not tendered and not withdrawn under its offer. In addition, the Company or accepted for payment shall not be required continue to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws accrete or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliance.accrue interest;

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs (as defined in the Indenture) at any time, unless the Company has exercised its right Issuer shall be required to redeem the Senior Notes, Holders of Senior Notes will have the right offer to require the Company to repurchase purchase all or any part (equal to $2,000 or and an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, premium, and Additional Interest, if any, on the Senior Notes repurchased, any to the date of purchase (subject to the “Change rights of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes record on the date specified in relevant record dates to receive interest due on the noticerelevant Interest Payment Date), which date will shall be no earlier than 30 days and no nor later than 60 days from the date notice of such notice offer is mailed (mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the “Change of Control Payment Date”), pursuant Offer to Purchase and not withdrawn in accordance with the procedures required by the Indenture and described set forth in such notice, which offer will constitute the Change of Control Offer. The notice willOffer to Purchase will state, among other things, the procedures that Holders of the Notes must follow to accept. If the aggregate amount of Excess Proceeds or Collateral Excess Proceeds totals at least $35.0 million, the Issuer must commence, not later than the ten Business Days after the Excess Proceeds or the Collateral Excess Proceeds exceed $35.0 million, an Offer to Purchase, the maximum principal amount of Notes and such other Pari Passu Indebtedness or Pari Passu Lien Obligations that may be purchased out of the Excess Proceeds or Collateral Excess Proceeds. The offer price in any such Offer to Purchase will be equal to 100% of the principal amount (or accreted value, if mailed prior applicable) of the Notes and such other Pari Passu Indebtedness or Pari Passu Lien Obligations plus accrued and unpaid interest and Additional Interest, if any, to the date on which of repurchase, subject to the Change rights of Control occurs, state that the Change Holders of Control Offer is conditioned Notes on the Change of Control Triggering Event occurring relevant Record Date to receive interest on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Daterelevant interest payment date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancepayable in cash.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs (as defined in the Indenture) at any time, unless the Company has exercised its right Issuer shall be required to redeem offer to purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 €50,000 or an integral multiple of $€1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the principal amount hereof, plus any accrued and unpaid interest and Additional Amounts, if any, to the Change of Control Purchase Date (subject to the rights of holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment Date), which date shall be no earlier than 30 days nor later than 60 days from the date notice of such offer is mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds €15.0 million, the Issuer shall, within 30 Business Days, make an Excess Proceeds Offer to all holders of Notes and, at the Issuer’s election, to the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount, in the case of the Notes (expressed as a minimum amount of €50,000 and integral multiples of €1,000 in excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt shall be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of Senior Notes repurchased plus such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus, in each case, accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancepurchase.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs (as defined in the Indenture), unless the Company has exercised its right Issuer shall be required to redeem offer to purchase on the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase Purchase Date all or any part of (equal to $2,000 Euro 1,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment in cash this Note at a purchase price equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interestinterest hereon, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the noticePurchase Date, which date will shall be no earlier than 30 days and no nor later than 60 days from the date notice of such notice offer is mailed (mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the “Change of Control Payment Date”), pursuant to Offer and not withdrawn in accordance with the procedures required by the Indenture and described set forth in such notice. The Change of Control Offer will state, which offer will constitute among other things, the procedures that Holders of the Notes must follow to accept the Change of Control Offer. The notice will, if mailed prior Guarantor will advance to the date on which Issuer as a prepayment under the Change Intercompany Receivables an amount of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior funds sufficient to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to consummate the Change of Control Offer; (b) deposit with , and the paying agent an amount equal Issuer's obligation to repurchase the Notes upon a Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to will be delivered guaranteed on a subordinated basis by the Guarantor pursuant to the Trustee Parent Guarantees. Within five Business Days from the Senior Notes properly accepted together with an Officers’ Certificate stating date the aggregate principal amount of Senior Notes Excess Proceeds exceeds $10.0 million (taking into account income earned on such Excess Proceeds, if any), the Guarantor, directly or portions of Senior Notes being purchased. The Company through the Issuer, shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in to purchase the mannerNotes and, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection required by the terms thereof, any other Debt ranking pari passu with the repurchase Notes with similar provisions requiring the Guarantor or the Issuer to make an offer to purchase such Debt with the proceeds of an Asset Sale, which offer shall be in the amount of the Senior Notes as Excess Proceeds, at a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions redemption price equal to 100% of the Indentureprincipal amount thereof plus accrued and unpaid interest thereon, if any (including Special Interest, if any), to the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancePurchase Date.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company Weatherford Delaware has exercised its right to redeem the Senior Notesnotes as described above, Holders holders of Senior Notes notes will have the right to require the Company Weatherford Delaware to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes notes pursuant to the offer described below (the “Change of Control Offer”)) on the terms set forth in the notes. In the Change of Control Offer, the Company shall Weatherford Delaware will be required to offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the option of the Company, prior Weatherford Delaware will be required to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders holders of Senior Notes notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes notes on the date specified in the notice, which date will 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 the Indenture notes and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall Weatherford Delaware must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturenotes, the Company shall Weatherford Delaware will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII the Change of Control provisions of the notes by virtue of such compliance.conflicts. On the Change of Control Payment Date, Weatherford Delaware will be required, to the extent lawful, to: • accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer; • deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and • deliver or cause to be delivered to the Trustee the notes properly accepted. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Weatherford Bermuda and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Weatherford Delaware to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Weatherford Bermuda and its subsidiaries taken as a whole to another person may be uncertain. If holders of not less than 95% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in a Change of Control Offer and Weatherford Delaware, or any third party making a Change of Control Offer in lieu of Weatherford Delaware, as described below, purchases all of the notes validly tendered and not withdrawn by such holders, Weatherford Delaware will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption. Weatherford Delaware will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if 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 the indenture applicable to a Change of Control Offer made by Weatherford Delaware and purchases all notes properly tendered and not withdrawn under the Change of Control Offer. For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (cDate) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to Section 6, “Optional Redemption,” or Section 7, “Redemption upon Changes in Withholding Taxes,” of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required procedures that Holders of the Notes must follow to repurchase accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds (i) for so long as any of the 2007 Senior Notes if it has given written notice and the January 2010 Senior Notes remain outstanding, €25,000,000 and (ii) thereafter, €30,000,000, the Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control Triggering Event occursEvent, the Company will make an offer (a “Change of Control Offer”) to each Holder, unless the Company has exercised its right previously or concurrently mailed or sent a redemption notice with respect to redeem all of the Senior Notesoutstanding Notes pursuant to Section 3.07 hereof, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price payable in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Senior Notes repurchasedrepurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at unless the option Company has previously or concurrently mailed or sent a redemption notice with respect to all of the Company, prior outstanding Notes pursuant to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of ControlSection 3.07 hereof, the Company shall will cause to be mailed, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Senior Notes on purchase price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed mailed, except in the case of a conditional Change of Control Offer made in advance of a Change of Control Triggering Event as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control Triggering Event and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”); AMERICAS 129712752 81 (3) that any Note not tendered will continue to accrue interest; (4) that, pursuant to unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The notice willPayment, if mailed prior all Notes accepted for payment pursuant to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on will cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the Company shall be requiredname of the Holder, the principal amount of Notes delivered for purchase, and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedpurchased; and (c7) deliver or cause to that Holders whose Notes are being purchased only in part will be delivered issued new Notes equal in principal amount to the Trustee unpurchased portion of the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of Senior Notes or portions of Senior Notes being purchased. $1,000 in excess thereof The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis Section 4.15, the Company shall be required to will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases AMERICAS 129712752 82 all Notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. 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 Triggering Event, conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made. (e) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or the Note Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents). In addition, the Company or any third party that is making the Change of Control Offer may, subject to applicable law, increase the Change of Control Payment being offered to holders of Notes at any time in its sole discretion.

Repurchase at the Option of Holders. If Upon a Change of Control Triggering Event occurs---------------------------------------------------- Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Senior Notes, Holders each Holder of Senior Notes will -------- Securities shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes such Holder's Securities pursuant to the offer described below (the “"Change of Control Offer”). In ") at a purchase price (the "Change of Control Offer, the Company shall offer payment in cash Purchase Price") equal to 101% of the aggregate principal amount of Senior Notes repurchased thereof, plus accrued and unpaid interestinterest thereon, if any, to the purchase date (subject to the right of holders of record on the Senior Notes repurchased, relevant record date to receive interest due on the date of purchase relevant interest payment date). (the “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail (a) cause a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering Offer to repurchase be sent at least once to the Senior Notes on the date specified Dow ▇▇▇▇▇ News Service or similar business news service in the noticeUnited States and (b) send, by first-class mail, with a copy to the Trustee, to each Holder of Securities, at such Holder's address appearing in the Security Register, a notice stating: (i) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section and that all Securities timely tendered will be accepted for payment; (ii) the Change of Control Purchase Price and the purchase date, which date will be shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (the “"Change of Control Payment Date”"); (iii) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); (iv) that any Security (or portion thereof) accepted for payment (and duly paid on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; (v) that any Securities (or portions thereof) not properly tendered shall continue to accrue interest; (vi) the procedures required by that Holders of Securities must follow in order to tender their Securities (or portions thereof) for payment and the Indenture procedures that Holders of Securities must follow in order to withdraw an election to tender Securities (or portions thereof) for payment; and described in such notice, which offer will constitute (vii) all other instructions and materials necessary to enable Holders to tender Securities pursuant to the Change of Control Offer. The . (c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appro priate form duly completed, to the Company or its agent at the address specified in the notice will, if mailed at least three Business Days prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) On or prior to 11:00 a.m., New York City time, on the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section. (e) On the Change of Control Payment Date, the Company shall be required, deliver to the extent lawfulTrustee the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company for payment. The Trustee or the Paying Agent shall, to:on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Payment. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date. (af) accept At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder. Unless the Company defaults in the payment of the Change of Control Purchase Price, each Security accepted for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal Offer shall cease to accrue interest on and after the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; andDate. (cg) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required comply, to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerextent applicable, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 14(e) under the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase purchase of the Senior Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis Section, the Company shall be required to comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Article VII Sec tion by virtue of such compliancethereof.

Repurchase at the Option of Holders. If a Change of Control Triggering Event (as defined in the Indenture) occurs, unless the Company has exercised its right previously or concurrently mailed or otherwise given a redemption notice with respect to redeem all the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior outstanding Notes pursuant to Section 3.1 of the offer described below (the “Change of Control Offer”). In the Change of Control OfferIndenture, the Company shall offer payment must commence, within 30 days of the occurrence of a Change of Control, and consummate, by the Payment Date, an Offer to Purchase for all Notes then outstanding, at a purchase price in cash equal to 101% of the aggregate principal amount of Senior the Notes repurchased plus accrued and unpaid interestinterest thereon, to the date of repurchase, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Company shall purchase all Notes tendered pursuant to the Offer to Purchase and not withdrawn in accordance with the procedures set forth in such notice. The Offer to Purchase shall state, among other things, the procedures that Holders of the Notes must follow to accept the Offer to Purchase. In accordance with the Indenture, if, as of the first day of any calendar month, the aggregate amount of Excess Proceeds (as defined in the Indenture) totals at least $75.0 million, the Company must make, not later than the fifteenth Business Day of such month, an Offer to Purchase to all Holders of Notes and, if anyrequired by the terms of any Pari Passu Debt, on all holders of such Pari Passu Debt, to purchase the Senior maximum principal amount of Notes repurchased, and such other Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any such Offer to Purchase shall be equal to 100% of the principal amount of the Notes and such other Pari Passu Debt plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at in respect of such Pari Passu Debt, such lesser price as may be provided by the option terms of such Pari Passu Debt), subject to the Company, prior to any Change rights of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 relevant Record Date to the procedures required by the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned receive interest on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control relevant Interest Payment Date, the Company and shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment payable in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancecash.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs (as defined in the Indenture) at any time, unless the Company has exercised its right Issuer must make an offer (“Change of Control Offer”) to redeem the Senior Notes, Holders each holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased thereof, plus any accrued and unpaid interest, if any, to, but not including, the Change of Control Purchase Date (subject to the rights of holders of record on the Senior relevant Record Dates that are prior to the Change of Control Purchase Date to receive interest due on the Interest Payment Date). Unless the Issuer has unconditionally exercised its right to redeem all the Notes repurchasedin accordance with the Indenture and all conditions to such redemption have been satisfied or waived, within 30 days following the date that the Parent Guarantor or any officer, director or manager of the Parent Guarantor becomes aware of any Change of Control, the Issuer shall deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.09(b) of the Indenture will constitute “Excess Proceeds.” The Parent Guarantor may also at any time, and the Parent Guarantor shall within ten Business Days after the aggregate amount of Excess Proceeds exceeds €30.0 million, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders of Notes and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of €1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds (plus in each case all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith). The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase and Additional Amounts, if any, to the date of purchase, prepayment or redemption. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased will be selected by the Trustee on a pro rata basis (based upon the “Change principal amount of Control Payment”). Within 30 days following any Change Notes and the principal amount or accreted value of Control Triggering Event or, at such Pari Passu Debt tendered by each holder) or in the option manner described in Section 3.02 of the CompanyIndenture. For the purposes of calculating the principal amount of any such Debt not denominated in euro, prior to any Change the euro-equivalent principal amount of Control, but after public announcement such Debt shall be calculated based on the relevant currency exchange rate in effect as of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed Business Day immediately prior to the date on which the Change of Control occurs, state that the Change of Control Excess Proceeds Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Eventannounced. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions portion of the IndentureNet Cash Proceeds payable in respect of the Notes is denominated in a currency other than euro, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue amount thereof payable in respect of such complianceNotes shall not exceed the net amount of funds in euro that is actually received by the Parent Guarantor upon converting such portion of the Net Cash Proceeds into euro. Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Triggering Event occursOffer”) to each Holder, unless the Company has exercised its right previously or concurrently mailed or sent a redemption notice with respect to redeem all of the Senior Notesoutstanding Notes pursuant to Section 3.07 hereof, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Senior Notes repurchasedrepurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orControl, at unless the option Company has previously or concurrently mailed or sent a redemption notice with respect to all of the Company, prior outstanding Notes pursuant to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of ControlSection 3.07 hereof, the Company shall will cause to be mailed, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Senior Notes on purchase price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed mailed, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, pursuant to unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The notice willPayment, if mailed prior all Notes accepted for payment pursuant to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on will cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the Company shall be requiredname of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedpurchased; and (c7) deliver or cause to that Holders whose Notes are being purchased only in part will be delivered issued new Notes equal in principal amount to the Trustee unpurchased portion of the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of Senior Notes or portions of Senior Notes being purchased. $1,000 in excess thereof The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis Section 4.15, the Company shall be required to will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Repurchase at the Option of Holders. If Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Company has exercised its right to redeem the Senior Notes, Holders each holder of Senior Notes will shall have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior such holder's Notes pursuant to the offer described below (the “"Change of Control Offer”). In ") at a purchase price (the "Change of Control Offer, the Company shall offer payment in cash Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the repurchase date (subject to the right of Senior Notes repurchased plus holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). If the repurchase date is after a Record Date and on or before the relevant interest payment date, the accrued and unpaid interest, if any, on the Senior Notes repurchased, will be paid to the date person or entity in whose name the Note is registered at the close of purchase (the “Change of Control Payment”)business on that Record Date, and no additional interest will be payable to holders whose Notes shall be subject to redemption. Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail Issuer shall: (a) cause a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering Offer to repurchase be sent at least once to the Senior Notes on the date specified Dow ▇▇▇▇▇ News Service or similar business news service in the noticeUnited States; and (b) send, by first-class mail, with a copy to the Trustee, to each holder of Notes, at such holder's address appearing in the Security Register, a notice stating: (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 4.11 of the Indenture and that all Notes timely tendered will be accepted for payment; (2) the Change of Control Purchase Price and the repurchase date, which date will be shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed; (3) the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture circumstances and described in such notice, which offer will constitute relevant facts regarding the Change of Control Offer. The notice will(including information with respect to pro forma historical income, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant cash flow and capitalization after giving effect to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedControl); and (c4) deliver or cause the procedures that holders of Notes must follow in order to be delivered to the Trustee the Senior tender their Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes (or portions thereof) for payment, and the procedures that holders of Senior Notes being purchasedmust follow in order to withdraw an election to tender Notes (or portions thereof) for payment. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party repurchases purchases all Senior Notes properly validly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice such Change of a redemption in whole of the Senior NotesControl Offer. The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis covenant, the Company shall be required to Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII covenant by virtue of such compliance.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “"Change of Control Offer”"). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it there has given written notice occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a redemption default in whole the payment of the Senior NotesChange of Control Payment upon a Change of Control Triggering Event. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliance.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Triggering Event occursOffer”) to each Holder, unless the Company has exercised its right previously or concurrently mailed or sent a redemption notice with respect to redeem all of the Senior Notesoutstanding Notes pursuant to ‎Section 3.07 hereof, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Senior Notes repurchasedrepurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 twenty days following any Change of Control Triggering Event orControl, at unless the option Company has previously or concurrently mailed or sent a redemption notice with respect to all of the Company, prior outstanding Notes pursuant to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control‎Section 3.07 hereof, the Company shall will cause to be mailed, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to repurchase this ‎Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Senior Notes on purchase price and the date specified in the noticepurchase date, which date will 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”); (3) that any Note not tendered will continue to accrue interest; (4) that, pursuant to unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The notice willPayment, if mailed prior all Notes accepted for payment pursuant to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on will cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the Company shall be requiredname of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedpurchased; and (c7) deliver or cause to that Holders whose Notes are being purchased only in part will be delivered issued new Notes equal in principal amount to the Trustee unpurchased portion of the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of Senior Notes or portions of Senior Notes being purchased. $1,000 in excess thereof The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis ‎Section 4.15, the Company shall be required to will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII ‎Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this ‎Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this ‎Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to ‎Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (e) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held 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 the repurchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Repurchase at the Option of Holders. Change of Control (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right Issuer will be required to redeem the Senior Notes, Holders make an offer to each Holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall Issuer will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, repurchased to the date of purchase (the “Change of Control Payment”Payment Date” which date will be no earlier than the date of such Change of Control). Within . (b) No later than 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall Issuer will mail a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control, offer to repurchase Notes on the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date Payment Date specified in the such notice, which date will be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed and describe the procedures, as required by this Indenture, that Holders must follow in order to tender Notes (or portions thereof) for payment and withdraw an election to tender Notes (or portion thereof) for payment. Notwithstanding anything to the “contrary herein, a Change of Control Payment Date”), pursuant to the procedures required Offer by the Indenture and Issuer, or by any third party making a Change of Control Offer in lieu of the Issuer as described below, may be made in advance of a Change of Control, conditional upon such notice, which offer will constitute Change of Control if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. . (c) The notice will, if mailed prior Issuer will comply with the requirements of any Applicable Securities Legislation to the date on which extent such requirements are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any Applicable Securities Legislation conflict with the Change of Control occursprovisions of this Indenture, state that or compliance with the Change of Control Offer is conditioned on provisions of this Indenture would constitute a violation of any such laws or regulations, the Issuer will comply with the Applicable Securities Legislation and will not be deemed to have breached its obligations under the Change of Control Triggering Event occurring on provisions of this Indenture by virtue of such compliance. (d) On or prior to the applicable Change of Control Payment Date. On before the Change of Control Payment Date, the Company shall be requiredIssuer will, to the extent lawful, to: (ai) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (bii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (ciii) deliver or cause to be delivered to the Trustee the Senior Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchasedpurchased by the Issuer. (e) On the Change of Control Payment Date, the Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. (f) The Issuer will advise the Trustee and the Holders of the Notes of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (g) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer. (h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party, as the case may be, 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 described above, to redeem or purchase, as applicable, all Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the Redemption Date. (i) The provisions of Section 6.13 that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. (j) Except as described in Section 6.13, the Holders on Notes shall not be permitted to require that the Issuer repurchase or redeem any Notes in the event of a takeover, recapitalization, privatization or similar transaction. The Company shall In addition, Holders of Notes are not entitled to require the Issuer to purchase their Notes in circumstances involving a significant change in the composition of the Board of Directors of the Issuer. (k) Notwithstanding anything to the contrary in this Section 6.13, the Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if if: (i) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party repurchases purchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions Offer; or (ii) a Redemption Notice has been given pursuant to Section 3.7, unless and until there is a default in payment of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such complianceRedemption Price.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds €50,000,000, the Exchange Act Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control Triggering Event occursControl, unless the Company has exercised its right to redeem the Senior Notes, Holders each Holder of Senior Discount Notes will have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of their such Holder's Senior Discount Notes pursuant to the offer described below (the “a Change of Control Offer”). In the Change of Control Offer, the Company shall Offer (as defined below) at an offer payment price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased at maturity thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Senior Notes repurchased, to the date of purchase (or, in the “case of repurchases of Senior Discount Notes prior to the Full Accretion Date, at a purchase price equal to 101% of the Accreted Value thereof as of the date of purchase) (collectively, the "Change of Control Payment”"). Within 30 20 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall Issuers will mail a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering offer (a "Change of Control Offer") to repurchase the Senior Discount Notes on the date specified in the such notice, which date will 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 the this Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Discount Notes as a result of a Change of Control Triggering EventControl. (b) When the aggregate amount of Excess Proceeds from Asset Sales by the Issuers and their Restricted Subsidiaries exceeds $10.0 million, to the extent permitted by the Senior Subordinated Note Indenture, the Issuers shall commence an offer to all Holders of Senior Discount Notes and all holders of other pari passu Indebtedness of the Issuers containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.9 of the Indenture to purchase the maximum principal amount of Senior Discount Notes and such other pari passu Indebtedness of the Issuers that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (or, in the case of repurchases of Senior Discount Notes prior to the Full Accretion Date, at a purchase price equal to 100% of the Accreted Value thereof as of the date of purchase), in accordance with the procedures set forth in the Indenture and such other Indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the provisions Issuers may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount at maturity or Accreted Value (as applicable) of any securities laws Senior Discount Notes tendered into such Asset Sale surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Discount Notes to be purchased on a pro rata basis, by lot or regulations conflict with other customary method; provided that no Senior Discount Notes of $1,000 or less shall be redeemed in part. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (c) Holders of Senior Discount Notes that are the subject of a Change of Control provisions Offer or an Asset Sale Offer, as the case may be, may elect to have such Senior Discount Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such complianceSenior Discount Notes.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuers shall purchase all Notes properly ​ ​ ​ and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds the Exchange Act greater of $100,000,000 and 1.5% of Total Assets, the Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000 with respect to the Notes) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior NotesNotes in whole, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail send a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed sent prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliance.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs (as defined in the Indenture) at any time, unless the Company has exercised its right Issuer shall be required to redeem the Senior Notes, Holders of Senior Notes will have the right offer to require the Company to repurchase purchase all or any part (equal to $2,000 or and an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, interest and premium to the date of purchase (subject to the “Change rights of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes record on the date specified in relevant Record Date to receive interest due on the noticerelevant Interest Payment Date), which date will shall be no earlier than 30 days and no nor later than 60 days from the date notice of such notice offer is mailed (mailed, other than as required by law. The Issuer shall purchase all Notes properly and timely tendered in the “Change of Control Payment Date”), pursuant Offer to Purchase and not withdrawn in accordance with the procedures required by the Indenture and described set forth in such notice, which offer will constitute the Change of Control Offer. The notice willOffer to Purchase will state, among other things, the procedures that Holders of the Notes must follow to accept. If the aggregate amount of Excess Proceeds, ABL Collateral Excess Proceeds or Fleet Collateral Excess Proceeds exceeds $35.0 million, the Issuer must commence, not later than the ten Business Days after the ABL Collateral Excess Proceeds, Fleet Collateral Excess Proceeds or the Collateral Excess Proceeds exceeds $35.0 million, an Offer to Purchase, the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, ABL Collateral Excess Proceeds or Fleet Collateral Excess Proceeds. The offer price in any such Offer to Purchase will be equal to 100% of the principal amount (or accreted value, if mailed prior applicable) of the Notes and such other Pari Passu Indebtedness plus accrued and unpaid interest to the date on which of repurchase, subject to the Change rights of Control occurs, state that the Change Holders of Control Offer is conditioned Notes on the Change of Control Triggering Event occurring relevant Record Date to receive interest on or prior to the applicable Change of Control Payment Date. On the Change of Control relevant Interest Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. 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 those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliancepayable in cash.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 £100,000 or an integral multiple of $£1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds €50,000,000, the Exchange Act Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of £1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds €50,000,000, the Exchange Act Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of €1,000) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If there is a Change of Control, the Issuers shall be required to make an offer (a "Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will have the right to require the Company Offer") to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of their Senior each Holder's Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased thereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Senior Notes repurchased, thereon to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company Issuers shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 each Holder setting forth the procedures required by the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that governing the Change of Control Offer is conditioned on as required in the Change of Control Triggering Event occurring on or prior Indenture. Prior to the applicable Change commencement of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the a Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment , but in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon any event within 90 days after the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In additionControl, the Company Issuers shall not be (i) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (ii) obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase any Senior of Notes if it has given written notice of a redemption as provided in whole Section 4.16 of the Senior NotesIndenture. The Company Issuers shall first comply with the requirements of Rule 14e-1 under the Exchange Act preceding sentence before they shall be required to repurchase Notes pursuant to Section 4.16 of the Indenture. (a) If the Issuers or a Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds accumulated since May 23, 1996 exceeds $5.0 million, the Issuers shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and any other securities laws unpaid interest and regulations thereunder Liquidated Damages, if any, thereon to the extent those laws and regulations are applicable date of purchase in connection accordance with the repurchase of procedures set forth in the Senior Notes as a result of a Change of Control Triggering EventIndenture. To the extent that the provisions aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any securities laws or regulations conflict with remaining Excess Proceeds for general corporate purposes (subject to the Change of Control provisions restrictions of the Indenture). If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Company Trustee shall select the Notes to be required purchased on a pro rata basis. Holders of Notes that are the subject of an offer to comply with purchase will receive an Asset Sale Offer from the applicable securities laws Issuers prior to any related purchase date and regulations and will not be deemed may elect to have breached its obligations under this Article VII such Notes purchased by virtue completing the form titled "Option of such complianceHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at any time, unless the Company has exercised its right Issuers or the Parent Guarantor shall offer to redeem purchase on the Senior Notes, Holders Change of Senior Notes will have the right to require the Company to repurchase Control Purchase Date all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment this Note at a purchase price in cash in an amount equal to 101% of the aggregate principal amount of Senior Notes repurchased hereof, plus any accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; Purchase Date (b) deposit with the paying agent an amount equal subject to the Change rights of Control Holders of record on the relevant Record Dates to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate); and (c) deliver or cause to be delivered to provided that the Trustee Issuers and the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company Parent Guarantor shall not be required to make a Change of Control Offer upon the occurrence of if, when a Change of Control Triggering Event if a third party makes such an offer occurs, it has given notice of its intention to redeem all of the Notes pursuant to paragraph 6 or paragraph 7 of this Note. The Issuers shall purchase all Notes properly and timely tendered in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered Change of Control Offer and not withdrawn under its offerin accordance with the procedures set forth in such notice. In additionThe Change of Control Offer will state, among other things, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole procedures that Holders of the Senior NotesNotes must follow to accept the Change of Control Offer. The Company shall comply with When the requirements aggregate amount of Rule 14e-1 under Excess Proceeds exceeds the Exchange Act greater of $100,000,000 and 1.5% of Total Assets, the Parent Guarantor or the Issuers shall, within 20 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any other securities laws and regulations thereunder Pari Passu Debt, to the extent those laws and regulations are applicable required by the terms thereof, on a pro rata basis, in connection accordance with the repurchase procedures set forth in the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000 with respect to the Dollar Notes) of the Senior Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as a result to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of a Change the Notes) 100% of Control Triggering Eventthe principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. To the extent that the provisions aggregate principal amount of Notes and any securities laws or regulations conflict with such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the Change aggregate amount of Control provisions Excess Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for general corporate purposes that are not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Company Notes and any such Pari Passu Debt to be purchased shall be required to comply with selected by the applicable securities laws Trustee on a pro rata basis (based upon the principal amount of Notes and regulations and will not be deemed to have breached its obligations under this Article VII by virtue the principal amount or accreted value of such compliancePari Passu Debt tendered by each holder). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occursoccurs at anytime, unless the Company has exercised its right to redeem the Senior Notes, Holders Holder of Senior Notes this Note will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes this Note pursuant to the offer described below (the “a Change of Control Offer”)Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company Issuer shall offer a payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will 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 the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant repurchased to the Change of Control Offer; (b) deposit with the paying agent an amount equal Purchase Date, subject to the Change rights of Control Holders on the relevant Record Date to receive interest due on the relevant Interest Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedDate; and (c) deliver or cause to be delivered to provided that the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in the Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party repurchases purchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written Change of Control Offer or (2) a notice of redemption has been given pursuant to paragraph 6 above, unless and until there is a redemption default in whole payment of the Senior Notesapplicable redemption price. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Notwithstanding anything to the extent those laws and regulations are applicable contrary contained herein or in connection with the repurchase Indenture, a Change of the Senior Notes as a result Control Offer may be made in advance of a Change of Control Triggering Event. To Control, conditioned upon the extent that the provisions consummation of any securities laws or regulations conflict with such Change of Control, if a definitive agreement is in place for the Change of Control provisions at the time the Change of Control Offer is made. The Issuer shall purchase all Notes properly and timely tendered in the Change of Control Offer and not withdrawn in accordance with the procedures set forth in such notice. The Change of Control Offer will state, among other things, the procedures that Holders of the IndentureNotes must follow to accept the Change of Control Offer. When the aggregate amount of Excess Proceeds exceeds $20.0 million, within ten Business Days thereof, the Company shall Issuer will make an offer (an “Asset Sale Offer”) to all Holders and may make an offer to all holders of other Indebtedness that is secured by a Lien on the Collateral and that is pari passu with the Notes or any Note Guarantees with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets or events of loss to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner provided in the Indenture), based on the amounts tendered or required to comply with be prepaid or redeemed. Upon completion of each Asset Sale Offer, the applicable securities laws and regulations and amount of Excess Proceeds will not be deemed to have breached its obligations under this Article VII by virtue of such compliancereset at zero.

Repurchase at the Option of Holders. If Upon a Change of Control Triggering Event occurs---------------------------------------------------- Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Senior Notes, Holders each holder of Senior Notes will -------- Securities shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes such holder's Securities pursuant to the offer described below (the “"Change of Control Offer”). In ") at a purchase price (the "Change of Control Offer, the Company shall offer payment in cash Purchase Price") equal to 101% of the aggregate principal amount of Senior Notes repurchased thereof, plus accrued and unpaid interestinterest thereon, if any, to the purchase date (subject to the right of holders of record on the Senior Notes repurchased, relevant record date to receive interest due on the date of purchase relevant interest payment date). (the “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail (a) cause a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering Offer to repurchase be sent at least once to the Senior Notes on the date specified Dow ▇▇▇▇▇ News Service or similar business news service in the noticeUnited States and (b) send, by first-class mail, with a copy to the Trustee, to each holder of Securities, at such holder's address appearing in the Security Register, a notice stating: (i) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to this Section and that all Securities timely tendered will be accepted for payment; (ii) the Change of Control Purchase Price and the purchase date, which date will be shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed; (iii) the “circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); (iv) that any Security (or portion thereof) accepted for payment (and duly paid on the Change of Control Payment Date”), ) pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; (v) that any Securities (or portions thereof) not properly tendered shall continue to accrue interest; (vi) the procedures required by that Holders of Securities must follow in order to tender their Securities (or portions thereof) for payment and the Indenture procedures that Holders of Securities must follow in order to withdraw an election to tender Securities (or portions thereof) for payment; and described in such notice, which offer will constitute (vii) all other instructions and materials necessary to enable Holders to tender Securities pursuant to the Change of Control Offer. The . (c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice will, if mailed at least three Business Days prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Payment payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section. (e) On the Change of Control Payment Date, the Company shall be required, deliver to the extent lawfulTrustee the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company for payment. The Trustee or the Paying Agent shall, to:on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Payment. In the event that the aggregate Change of Control Payment is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date. (af) accept At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder. Unless the Company defaults in the payment of the Change of Control Payment, each Security accepted for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal Offer shall cease to accrue interest on and after the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; andDate. (cg) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required comply, to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the mannerextent applicable, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 14(e) under the Exchange Act and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase purchase of the Senior Notes as a result of a Change of Control Triggering EventSecurities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis Section, the Company shall be required to comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Article VII Sec tion by virtue of such compliancethereof.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Triggering Event occursOffer”) to each Holder, unless the Company has exercised its right previously or concurrently mailed or sent a redemption notice with respect to redeem all of the Senior Notesoutstanding Notes pursuant to ‎Section 3.07 hereof, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Senior Notes repurchasedrepurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 20 days following any Change of Control Triggering Event orControl, at unless the option Company has previously or concurrently mailed or sent a redemption notice with respect to all of the Company, prior outstanding Notes pursuant to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control‎Section 3.07 hereof, the Company shall will cause to be mailed, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to repurchase this ‎Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Senior Notes on purchase price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed mailed, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, pursuant to unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The notice willPayment, if mailed prior all Notes accepted for payment pursuant to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on will cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the Company shall be requiredname of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedpurchased; and (c7) deliver or cause to that Holders whose Notes are being purchased only in part will be delivered issued new Notes equal in principal amount to the Trustee unpurchased portion of the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of Senior Notes or portions of Senior Notes being purchased. $1,000 in excess thereof The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis ‎Section 4.15, the Company shall be required to will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII ‎Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this ‎Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this ‎Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to ‎Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (e) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held 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 10 days following the repurchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Triggering Event occursOffer”) to each Holder, unless the Company has exercised its right previously or concurrently mailed or sent a redemption notice with respect to redeem all of the Senior Notesoutstanding Notes pursuant to Section 3.07 hereof, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Senior Notes repurchasedrepurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 twenty days following any Change of Control Triggering Event orControl, at unless the option Company has previously or concurrently mailed or sent a redemption notice with respect to all of the Company, prior outstanding Notes pursuant to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, Section 3.07 hereof,’ the Company shall will mail a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Senior Notes on purchase price and the date specified in the noticepurchase date, which date will 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”); (3) that any Note not tendered will continue to accrue interest; (4) that, pursuant to unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The notice willPayment, if mailed prior all Notes accepted for payment pursuant to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on will cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the Company shall be requiredname of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedpurchased; and (c7) deliver or cause to that Holders whose Notes are being purchased only in part will be delivered issued new Notes equal in principal amount to the Trustee unpurchased portion of the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of Senior Notes or portions of Senior Notes being purchased. $1,000 in excess thereof The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis Section 4.15, the Company shall be required to will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. the Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (e) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held 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 the repurchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest and Special Interest on the Notes that remain outstanding, to, but not including, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Repurchase at the Option of Holders. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Senior NotesNotes in whole, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased plus accrued and unpaid interest, if any, on the Senior Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of Control, the Company shall mail send a notice to Holders of Senior Notes (or while any Securities are represented by one or more Global Notes, such notice shall be delivered to the Depositary for communication to entitled account Holders) describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Senior Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice, which offer will constitute the Change of Control Offer. The notice will, if mailed sent prior to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On the Change of Control Payment Date, the Company shall be required, to the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall comply with the requirements of Rule 14e-1 under of the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII by virtue of such compliance.

Repurchase at the Option of Holders. If (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Triggering Event occursOffer”) to each Holder, unless the Company has exercised its right previously or concurrently mailed or sent a redemption notice with respect to redeem all of the Senior Notesoutstanding Notes pursuant to Section 3.07 hereof, Holders of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Senior that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company shall offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Senior Notes repurchasedrepurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 20 days following any Change of Control Triggering Event orControl, at unless the option Company has previously or concurrently mailed or sent a redemption notice with respect to all of the Company, prior outstanding Notes pursuant to any Change of Control, but after public announcement of the transaction or transactions that constitute or may constitute the Change of ControlSection 3.07 hereof, the Company shall will cause to be mailed, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice to Holders of Senior Notes each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (1) that the Change of Control Offer is being made pursuant to repurchase this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the Senior Notes on purchase price and the date specified in the noticepurchase date, which date will shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed mailed, except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, pursuant to unless the procedures required by Company defaults in the Indenture and described in such notice, which offer will constitute payment of the Change of Control Offer. The notice willPayment, if mailed prior all Notes accepted for payment pursuant to the date on which the Change of Control occurs, state that the Change of Control Offer is conditioned on will cease to accrue interest after the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. On ; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the Company shall be requiredname of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the extent lawful, to: (a) accept for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly tenderedpurchased; and (c7) deliver or cause to that Holders whose Notes are being purchased only in part will be delivered issued new Notes equal in principal amount to the Trustee unpurchased portion of the Senior Notes properly accepted together with an Officers’ Certificate stating the aggregate surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of Senior Notes or portions of Senior Notes being purchased. $1,000 in excess thereof The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not be required to repurchase any Senior Notes if it has given written notice of a redemption in whole of the Senior Notes. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenturethis Section 4.15, the Company shall be required to will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Article VII Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. (c) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (d) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. (e) In the event that Holders of not less than 90% in aggregate principal amount of the then outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer in lieu of the Company as described above) purchases all of the Notes held 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 10 days following the repurchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Repurchase at the Option of Holders. If upon a Change of Control Triggering Event occurs---------------------------------------------------- Control. (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to redeem the Senior Notes, Holders of Senior Notes will each Holder shall ------- have the right to require the Company to repurchase all purchase such Holder's Notes, in whole or any part (equal to $2,000 or in part, in a principal amount that is an integral multiple of $1,000 in excess thereof) of their Senior Notes 1,000, pursuant to the offer described below in Section 4.07(b) hereof (the “"Change of Control Offer”). In ") at a purchase price (the "Change of Control Offer, the Company shall offer payment Purchase Price") in cash equal to 101% of the aggregate principal amount of Senior such Notes repurchased (or portions thereof) to be redeemed plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Senior Notes repurchased, thereon to the date of purchase (the “"Change of Control Payment”Payment Date") (subject to the right of each Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). . (b) Within 30 calendar days following any Change after the date of Control Triggering Event or, at the option of the Company, prior to any Change of Control, but after public announcement the Company, or the Trustee at the request and expense of the transaction or transactions that constitute or may constitute the Change of ControlCompany, shall send to each Holder by first class mail, postage prepaid, a notice prepared by the Company shall mail a notice to Holders of Senior Notes describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering stating: (i) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to repurchase this Section 4.07, and that all Notes that are timely tendered will be accepted for payment; (ii) the Senior Notes on Change of Control Purchase Price, and the date specified in the noticeChange of Control Payment Date, which date will shall be a Business Day no earlier than 30 calendar days and no nor later than 60 calendar days from subsequent to the date such notice is mailed mailed; (iii) that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the “Company defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date”), ; (v) that any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to tender such Notes, with the procedures required by form entitled "Option of Holder to Elect Purchase" on the Indenture reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and described in a statement that such notice, which offer will constitute Holder is withdrawing such Holder's election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer. The notice will, if mailed prior ; (vii) that any Holder electing to the date on which the Change of Control occurs, state that have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is conditioned being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof; (viii) if Certificated Notes have been issued, that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion will be equal in principal amount to $1,000 or an integral multiple thereof; (ix) that the Trustee will return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note; and (x) any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to this Section 4.07. If the Company requests that the Trustee provide such notice, the Company shall provide the Trustee with the information required by this Section 4.07(b) in a timely manner and in no event more than 23 calendar days after the date of such Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date. Control. (c) On the Change of Control Payment Date, the Company shall be requiredshall, to the extent lawful, to: (ai) accept for payment all Senior Notes or portions of Senior Notes thereof properly tendered pursuant to the Change of Control Offer; , (bii) irrevocably deposit with the paying agent Paying Agent, by 10:00 a.m., New York City time, on such date, in immediately available funds, an amount equal to the Change of Control Payment Purchase Price in respect of all Senior Notes or portions of Senior Notes properly tendered; and thereof so tendered and (ciii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted so tendered together with an Officers’ ' Certificate stating the aggregate principal amount of Senior Notes or portions thereof being purchased by the Company. Subject to the provisions of Senior Section 4.01 hereof, the Paying Agent shall promptly send by first class mail, postage prepaid, to each Holder of Notes being purchasedso accepted for payment the Change of Control Purchase Price for such Notes or portions thereof. The Company shall not publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.07, the Trustee shall act as the Paying Agent. (d) Upon surrender and cancellation of a Certificated Note that is purchased in part pursuant to the Change of Control Offer, the Company shall promptly issue and the Trustee shall authenticate and deliver to the surrendering Holder of such Certificated Note a new Certificated Note equal in principal amount to the unpurchased portion of such surrendered Certificated Note; provided that each such new Certificated Note shall be required in a principal -------- amount of $1,000 or an integral multiple thereof. Upon surrender of a Global Note that is purchased in part pursuant to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Senior Notes properly tendered and not withdrawn under its offer. In additionOffer, the Company Paying Agent shall not be required forward such Global Note to repurchase any Senior Notes if it has given written notice the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of a redemption such Global Note to an amount equal to the unpurchased portion of such Global Note, as provided in whole of the Senior Notes. Section 2.05(c) hereof. (e) The Company shall comply with the requirements of Section 14(e) of, and Rule 14e-1 under under, the Exchange Act and any other securities laws and or regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase purchase of the Senior Notes as a result of pursuant to a Change of Control Triggering Event. To the extent that Offer. (f) Prior to complying with the provisions of this Section 4.07, but in any securities laws or regulations conflict with the event within 30 days following a Change of Control provisions of the IndentureControl, the Company shall be either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of Notes required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under by this Article VII by virtue of such complianceSection 4.07.