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

Repurchase at the Option of Holders. Upon the occurrence of a Change of Control, each Holder of Debentures will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Debentures pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash (the "Change of Control Payment") equal to 101% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to August 1, 2003) or 101% of the aggregate principal amount thereof (if such date of repurchase is on or after August 1, 2003) plus, in each case, accrued and unpaid interest thereon, if any, to the date of purchase. Within ten days following any Change of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in such notice. The 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 such laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control. On the Change of Control Payment Date, the Issuers will, to the extent lawful, (1) accept for payment all Debentures 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 Debentures or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Debentures so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Debentures or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Debentures so tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Debenture equal in principal amount at maturity to any unpurchased portion of the Debentures surrendered, if any; provided that each such new Debenture will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Debentures to require that the Issuers repurchase or redeem the Debentures in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to 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 to a Change of Control Offer made by the Issuers and purchases all Debentures validly tendered and not withdrawn under such Change of Control Offer.

Repurchase at the Option of Holders. Upon (a) In the occurrence 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 with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) 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 3.04 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 of Debentures will have has the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of purchase such Holder's Debentures pursuant to the offer described below (the "Change of Control Offer") holder’s Notes at an offer a purchase price in cash (the "Change of Control Payment") equal to 101% of the Accreted Value principal amount thereof on or (b) in the date case of repurchase (if a Net Proceeds Offer, there are Net Proceeds in an amount such date of repurchase is prior that such Holder has the right to August 1, 2003) or 101require the Company to purchase such Holder’s Notes at 100% of the aggregate principal amount thereof (if such date of repurchase is on or after August 1, 2003) plusthereof, in each case, plus accrued and unpaid interest thereoninterest, if any, to the date Purchase Date (subject to the right of purchase. Within ten days following any Change Holders of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures record on the relevant Regular Record Date to receive interest on an Interest Payment Date that is on or prior to the date specified in such notice, fixed for purchase); (3) the Purchase Date (which date shall be a Business Day no earlier than 30 15 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 "case of a Change of Control Payment Date"Offer); (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 procedures 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 in accordance with Applicable Procedures by this Indenture transfer by book-entry transfer, to the Company, a Depositary, if 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 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 described a statement that such Holder is withdrawing his election to have such Note purchased; (9) that, in such notice. The Issuers will comply the case of a Net Proceeds Offer and subject to Applicable Procedures, 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 Rule 14e-1 under the Exchange Act and any other principal national securities laws and regulations thereunder 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 extent such laws and regulations are applicable in connection with the repurchase unpurchased portion of the Debentures as a result Notes surrendered (or transferred by book-entry transfer); and (11) in the case of a Change of Control. On Control Offer, the circumstances and relevant facts regarding such Change of Control Control. (c) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Issuers willPerson in whose name a Note is registered at the close of 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 11:00 a.m. New York City time on the Purchase Date, the Company shall, to the extent lawful, (1) accept for payment all Debentures payment, in accordance with clause (9) of Section 3.04(b), the Offer Amount of Notes or portions thereof properly tendered pursuant to the Change of Control OfferOffer to Purchase, (2) or if less than the Offer Amount has been tendered, all Notes tendered, shall deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of purchase price for all Debentures Notes so accepted for purchase and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof so tendered and (3) were accepted for payment by the Company in accordance with the terms of this Section 3.04. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver or cause to be delivered each tendering Holder an amount equal to the Trustee purchase price of the Debentures so Notes tendered by such Holder and accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Debentures or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Debentures so tendered the Change of Control Payment Company for such Debenturespurchase, and the Trustee will Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail (or cause deliver such new Note to be transferred by book entry) to each Holder such Holder, in a new Debenture equal in principal amount at maturity equal to any unpurchased portion of the Debentures Note surrendered, if any; provided that each such new Debenture will or transferred by book-entry transfer in accordance with Applicable Procedures. Any Note not so accepted shall be in a principal amount of $1,000 promptly mailed or an integral multiple delivered by the Company to the Holder thereof. The Issuers will Company shall publicly announce the results of the Change of Control Offer to Purchase on or as soon as practicable after the Change of Control Payment Purchase 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 Holders of the Debentures to require that the Issuers repurchase or redeem the Debentures in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to 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 to a Change of Control Offer made by the Issuers and purchases all Debentures validly tendered and not withdrawn under such Change of Control Offer.

Repurchase at the Option of Holders. Upon (a) In the occurrence 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 with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) 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 3.04 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 of Debentures will have has the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of purchase such Holder's Debentures pursuant to the offer described below (the "Change of Control Offer") holder’s Notes at an offer a purchase price in cash (the "Change of Control Payment") equal to 101% of the Accreted Value principal amount thereof on or (b) in the date case of repurchase (if a Net Proceeds Offer, there are Net Proceeds in an amount such date of repurchase is prior that such Holder has the right to August 1, 2003) or 101require the Company to purchase such Holder’s Notes at 100% of the aggregate principal amount thereof (if such date of repurchase is on or after August 1, 2003) plusthereof, in each case, plus accrued and unpaid interest thereoninterest, if any, to the date Purchase Date (subject to the right of purchase. Within ten days following any Change Holders of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures record on the relevant Regular Record Date to receive interest on an Interest Payment Date that is on or prior to the date specified in such notice, fixed for purchase); (3) the Purchase Date (which date 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 "case of a Change of Control Payment Date"Offer); (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 procedures 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 in accordance with Applicable Procedures by this Indenture transfer by book-entry transfer, to the Company, a Depositary, if 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 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 described a statement that such Holder is withdrawing his election to have such Note purchased; (9) that, in such notice. The Issuers will comply the case of a Net Proceeds Offer and subject to Applicable Procedures, 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 Rule 14e-1 under the Exchange Act and any other principal national securities laws and regulations thereunder 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 extent such laws and regulations are applicable in connection with the repurchase unpurchased portion of the Debentures as a result Notes surrendered (or transferred by book-entry transfer); and (11) in the case of a Change of Control. On Control Offer, the circumstances and relevant facts regarding such Change of Control Control. (c) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Issuers willPerson in whose name a Note is registered at the close of 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 11:00 a.m. New York City time on the Purchase Date, the Company shall, to the extent lawful, (1) accept for payment all Debentures payment, in accordance with clause (9) of Section 3.04(b), the Offer Amount of Notes or portions thereof properly tendered pursuant to the Change of Control OfferOffer to Purchase, (2) or if less than the Offer Amount has been tendered, all Notes tendered, shall deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of purchase price for all Debentures Notes so accepted for purchase and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof so tendered and (3) were accepted for payment by the Company in accordance with the terms of this Section 3.04. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver or cause to be delivered each tendering Holder an amount equal to the Trustee purchase price of the Debentures so Notes tendered by such Holder and accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Debentures or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Debentures so tendered the Change of Control Payment Company for such Debenturespurchase, and the Trustee will Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail (or cause deliver such new Note to be transferred by book entry) to each Holder such Holder, in a new Debenture equal in principal amount at maturity equal to any unpurchased portion of the Debentures Note surrendered, if any; provided that each such new Debenture will or transferred by book-entry transfer in accordance with Applicable Procedures. Any Note not so accepted shall be in a principal amount of $1,000 promptly mailed or an integral multiple delivered by the Company to the Holder thereof. The Issuers will Company shall publicly announce the results of the Change of Control Offer to Purchase on or as soon as practicable after the Change of Control Payment Purchase 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 Holders of the Debentures to require that the Issuers repurchase or redeem the Debentures in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to 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 to a Change of Control Offer made by the Issuers and purchases all Debentures validly tendered and not withdrawn under such Change of Control Offer.

Repurchase at the Option of Holders. Upon (a) In the occurrence 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 with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) 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 3.04 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 of Debentures will have has the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of purchase such Holder's Debentures pursuant to the offer described below (the "Change of Control Offer") holder’s Notes at an offer a purchase price in cash (the "Change of Control Payment") equal to 101% of the Accreted Value principal amount thereof on or (b) in the date case of repurchase (if a Net Proceeds Offer, there are Net Proceeds in an amount such date of repurchase is prior that such Holder has the right to August 1, 2003) or 101require the Company to purchase such Holder’s Notes at 100% of the aggregate principal amount thereof (if such date of repurchase is on or after August 1, 2003) plusthereof, in each case, plus accrued and unpaid interest thereoninterest, if any, to the date Purchase Date (subject to the right of purchase. Within ten days following any Change Holders of Control, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures record on the relevant Regular Record Date to receive interest on an Interest Payment Date that is on or prior to the date specified in such notice, fixed for purchase); (3) the Purchase Date (which date 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 "case of a Change of Control Payment Date"Offer); (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 procedures 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 in accordance with Applicable Procedures by this Indenture transfer by book-entry transfer, to the Company, a Depositary, if 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 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 described a statement that such Holder is withdrawing his election to have such Note purchased; (9) that, in such notice. The Issuers will comply the case of a Net Proceeds Offer and subject to Applicable Procedures, 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 Rule 14e-1 under the Exchange Act and any other principal national securities laws and regulations thereunder 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 extent such laws and regulations are applicable in connection with the repurchase unpurchased portion of the Debentures as a result Notes surrendered (or transferred by book-entry transfer); and (11) in the case of a Change of Control. On Control Offer, the circumstances and relevant facts regarding such Change of Control Control. (c) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Issuers willPerson in whose name a Note is registered at the close of 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 Purchase Date, the Company shall, to the extent lawful, (1) accept for payment all Debentures payment, in accordance with clause (9) of Section 3.04(b), the Offer Amount of Notes or portions thereof properly tendered pursuant to the Change of Control OfferOffer to Purchase, (2) or if less than the Offer Amount has been tendered, all Notes tendered, shall deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of purchase price for all Debentures Notes so accepted for purchase and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof so tendered and (3) were accepted for payment by the Company in accordance with the terms of this Section 3.04. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver or cause to be delivered each tendering Holder an amount equal to the Trustee purchase price of the Debentures so Notes tendered by such Holder and accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Debentures or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail to each Holder of Debentures so tendered the Change of Control Payment Company for such Debenturespurchase, and the Trustee will Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail (or cause deliver such new Note to be transferred by book entry) to each Holder such Holder, in a new Debenture equal in principal amount at maturity equal to any unpurchased portion of the Debentures Note surrendered, if any; provided that each such new Debenture will or transferred by book-entry transfer in accordance with Applicable Procedures. Any Note not so accepted shall be in a principal amount of $1,000 promptly mailed or an integral multiple delivered by the Company to the Holder thereof. The Issuers will Company shall publicly announce the results of the Change of Control Offer to Purchase on or as soon as practicable after the Change of Control Payment Purchase 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 Holders of the Debentures to require that the Issuers repurchase or redeem the Debentures in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to 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 to a Change of Control Offer made by the Issuers and purchases all Debentures validly tendered and not withdrawn under such Change of Control Offer.