Common use of Change of Control Offer Clause in Contracts

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the date notice of the Change of Control is mailed to each Holder, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflictthereof. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:ARTICLE FIVE

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, or, in the case of Notes held in book-entry form, send by electronic transmission a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.12, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.12 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (as defined below) occursherein), unless the Company has exercised its option to redeem the Securities Notes by notifying the noteholders to that effect as provided for hereinin Article Five hereof, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple multiples of $1,000 in excess thereofthat amount) of that holdersuch Holder’s Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities the Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined belowherein), but after public announcement of the transaction that constitutes or may constitute the such Change of Control, the Company shall mail or cause to a notice will be mailed to holders Holders of the Securities a notice Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such that notice is mailed mailed, other than as may be required by law (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase 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. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the each Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallshall send a notice of the Change of Control Offer, by first class mail or delivered electronically in accordance with the procedures of the Depositary, to the extent lawful: Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall (i1) accept describe the transaction or transactions that constitute the Change of Control, (2) offer to purchase, pursuant to the procedures required by the Indenture and described in the notice, on the Change of Control Date and for payment the Change of Control Purchase Price, all Securities or portions of such Securities the Notes properly tendered by such Holder pursuant to such Change Of Control Offer, and (3) contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedCompany. The Company shall not be required Company’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Company shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 3.06, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 3.06 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control OfferOffer and Interest Rate Adjustment (as defined below), the following have the meanings ascribed to them as set forth below:

Change of Control Offer. (a) If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities as provided for hereinNotes in whole pursuant to this Indenture and the Notes, the Company Issuer shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Securities the Notes to be repurchased, plus accrued and unpaid interest, if any, on such Notes to, but not including, the Securities repurchased to repurchase date (the date of repurchase (a “Change of Control Payment”), subject to the rights of Holders of the Notes on a regular record date to receive interest due on the related interest payment date falling on or prior to the repurchase date. Within 30 days following any Change of Control Triggering Event or, at the CompanyIssuer’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the a Change of ControlControl Triggering Event, the Company Issuer shall mail or cause to be mailed to holders of the Securities transmit a notice to each Holder, with a copy to the Trustee, describing the transaction transactions and events that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shallnotice, if mailed transmitted prior to the date of consummation of the Change of Control, shall state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order the event that such offer to accept any Change of Control Offer, a holder shall be required purchase fails to comply with instructions for tendering contained satisfy the condition in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Dateimmediately preceding sentence, the Company shall, to Issuer shall cause another notice meeting the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause aforementioned requirements to be delivered transmitted to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Holders.

Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinNotes in accordance with Section 1.1(g) above, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple multiples of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but not including, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company a notice shall mail or cause to be mailed to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase 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. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the each Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless the Company has exercised its option to redeem the Securities as provided Issuer shall have given a notice of redemption for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101100% of the aggregate principal amount of Securities repurchasedNotes outstanding, the Issuer shall be obligated to make an offer (the “Change of Control Offer”), and shall purchase, on a Business Day (the “Change of Control Payment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) (a) prior to the one (1) year anniversary of the Initial Issue Date equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Securities repurchased thereon to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, plus the Applicable Premium and (b) on and after the one (1) year anniversary of the Initial Issue Date, equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if mailed prior to the date of consummation of the Change of Controlany, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer shall contain the information required by an Offer to Purchase and shall otherwise meet the requirements of an Offer to Purchase except as well as otherwise provided to the applicable procedures contrary in this Section 4.19. The Change of Control Offer shall remain open for at least 20 Business Days and until the Depositary. On close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first-class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event shall be satisfied if a third party (including the Parent) makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event Offer. The Issuer shall comply with applicable tender offer rules, including the requirements of Default Rule 14e l under the Indenture, Exchange Act and any other than a default applicable laws and regulations in connection with the payment purchase of the Change of Control Payment upon Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.19, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.19 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this compliance.

Change of Control Offer. If Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1.00) of the Holder's Notes at a purchase price equal to 101.5% of the principal amount thereof, plus accrued and unpaid interest through the date of purchase. Within 45 days following the date upon which the Change of Control occurred, the Company must make a Change of Control Triggering Event (defined below) occursOffer pursuant to a Change of Control Notice. As more fully described in the Indenture, unless the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which shall be the day that is 30 days from the date the notice is mailed, other than as may be required by applicable law. Asset Sale Offer. The Indenture imposes certain limitations on the ability of the Company has exercised and its option Restricted Subsidiaries to redeem make Asset Sales. In the Securities event the proceeds from a permitted Asset Sale are not applied as provided for hereinspecified in the Indenture, the Company shall be required to make an offer (Asset Sale Offer to purchase Notes at a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (purchase price equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101100% of the aggregate principal amount of Securities repurchasedthe Notes purchased, plus accrued and unpaid interestinterest thereon, if any, on the Securities repurchased to the date of repurchase (purchase, as more fully set forth in the Indenture. Event of Loss. The Indenture provides that if the Company or a “Change Restricted Subsidiary suffers an Event of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlLoss, the Company shall mail or cause to be mailed to holders Net Cash Proceeds therefrom in excess of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date U.S.$20,000,000 shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purposeor the Restricted Subsidiary, as the case may be, in an interest bearing cash collateral account subject to each holder a second-priority Lien securing the Notes pending application of Securities properly tendered it as specified in the Change Indenture. Such Net Cash Proceeds shall be maintained in the form of Control Payment for such Securitiescash and Cash Equivalents, and any interest thereon shall be payable to the Trustee will authenticate and mail (Company or cause to the Restricted Subsidiary, as the case may be. Any Net Cash Proceeds from the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any Concession or Additional Concession shall be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 applied by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date to make an Event of Default under Asset Sale Offer as specified in the Indenture. Any Net Cash Proceeds from (i) the loss of, destruction of, or damage to any property or (ii) the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any property (other than a default Concession or Additional Concession) may be applied by the Company or such Restricted Subsidiary within 365 days of the receipt thereof to purchase Replacement Assets from a Person other than the Company and its Restricted Subsidiaries. Any such Net Cash Proceeds that the Company does not apply within such 365-day period shall be applied to make an Asset Sale Offer as specified in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Indenture.

Change of Control Offer. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: If a Change of Control Triggering Event (defined below) occursoccurs with respect to the Securities of a series, unless the Company has exercised its option right to redeem the Securities as provided for hereinof such series, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder Holder of the Securities of that series to repurchase purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth herein. In at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to to, but not including, the date of repurchase purchase (subject to the right of Holders of record on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Securities of such series that remain outstanding shall have a “Change denomination of Control Payment”)$2,000 and integral multiples of $1,000 in excess of that amount. Within 30 days following any the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control (defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Company shall mail or cause has exercised its right to be mailed redeem the Securities of the relevant series pursuant to holders any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01, the Company will deliver a notice (a “Change of Control Offer”) to each Holder of the Securities of such series (which may be sent through electronic transmission) with a notice copy to the Trustee describing the transaction or transactions that constitutes constitute or may constitute the a Change of Control Triggering Event and offering to repurchase purchase the Securities of such Securities series on the date specified in the notice, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed delivered (a other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice shallmay, if mailed delivered prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring and/or any other related transaction or event being consummated on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained Date specified in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the each Change of Control Payment Date, the Company shallwill, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If a Change change of Control Triggering Event (defined below) control triggering event occurs, unless the Company Issuer has exercised its option to redeem the Securities Notes as provided for hereindescribed above under “Make Whole Redemption”, the Company shall Issuer will be required to make an offer (a the “Change change of Control Offercontrol offer”) to each holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities notes on the terms set forth hereinin the Notes. In a Change the change of Control Offercontrol offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes to be repurchased to the date of repurchase (a the “Change change of Control Paymentcontrol payment”). Within 30 days following any Change change of Control Triggering Event control triggering event or, at the CompanyIssuer’s option, prior to any Change change of Control (defined below)control, but after public announcement of the transaction that constitutes or may constitute the Change change of Controlcontrol, the Company shall mail or cause to a notice will be mailed to holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change change of Control Triggering Event control triggering event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change change of Control Payment Datecontrol payment date”). The notice shallnotice, if mailed prior to the date of consummation of the Change change of Controlcontrol, will state that the offer to purchase is conditioned on the Change change of Control Triggering Event control triggering event occurring on or prior to the Change change of Control Payment Datecontrol payment date. In order the event that such offer to accept any Change of Control Offer, a holder shall be required purchase fails to comply with instructions for tendering contained satisfy the condition in the Company’s preceding sentence, the Issuer will cause another notice of such Change of Control Offer as well as meeting the applicable procedures aforementioned requirements to be mailed to holders of the DepositaryNotes. On the Change change of Control Payment Datecontrol payment date, the Company shallIssuer will, to the extent lawful: (i) • accept for payment all Securities notes or portions of such Securities notes properly tendered pursuant to the Change change of Control Offercontrol offer; (ii) • deposit with the Paying Agent paying agent an amount equal to the Change change of Control Payment control payment in respect of all Securities notes or portions of such Securities notes properly tendered; and (iii) • deliver or cause to be delivered to the Trustee trustee the Securities Notes properly accepted together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities notes or portions of such Securities notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee The Issuer will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change change of Control Offer control offer upon the occurrence of a Change change of Control Triggering Event 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 Issuer and the third party purchases repurchases all Securities notes properly tendered and not withdrawn under its offer. In addition, the Company shall Issuer will not repurchase any Securities notes if there has occurred and is continuing on the Change change of Control Payment Date control payment date an Event event of Default default under the Indenture, other than a default in the payment of the Change change of Control Payment control payment upon a Change change of Control Triggering Eventcontrol triggering event. To the extent that The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a change of control triggering event. To the extent that the provisions of any such securities laws or regulations conflict with the Change change of Control Offer control offer provisions hereofof the Notes, the Company shall Issuer will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change change of Control Offer control offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change change of Control Offercontrol offer provisions of the Notes, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction or transactions that constitutes constitute or may constitute the Change of Control, the Company shall mail or electronically deliver or cause to be mailed or electronically delivered to holders of the Securities a notice describing the transaction or transactions that constitutes constitute or may constitute the a Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered (a the “Change of Control Payment Date”). The notice shall, if mailed or electronically delivered prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the a Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the a Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the a Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the a Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option right to redeem the Securities Notes as provided for hereindescribed in Article III, the Company shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or or, at the Holder’s option, any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but not including, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company a notice shall mail or cause to be mailed to holders Holders of the Securities a notice Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any the Change of Control Offer, a holder shall be required the Holder must deliver to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On Paying Agent, at least five Business Days prior to the Change of Control Payment Date, this Note together with the Company shall, form entitled “Election Form” (which form is annexed as Exhibit E to the extent lawful: (iIndenture) accept for payment all Securities duly completed, or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities a facsimile transmission or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, a letter from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence member of a Change of Control Triggering Event if national securities exchange, or the Financial Industry Regulatory Authority or a third party makes such an offer commercial bank or trust company in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth belowUnited States setting forth:

Change of Control Offer. If Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1.00) of the Holder's Notes at a purchase price equal to 101.5% of the principal amount thereof, plus accrued and unpaid interest through the date of purchase. Within 45 days following the date upon which the Change of Control occurred, the Company must make a Change of Control Triggering Event (defined below) occursOffer pursuant to a Change of Control Notice. As more fully described in the Indenture, unless the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which shall be the day that is 30 days from the date the notice is mailed, other than as may be required by applicable law. Asset Sale Offer. The Indenture imposes certain limitations on the ability of the Company has exercised and its option Restricted Subsidiaries to redeem make Asset Sales. In the Securities event the proceeds from a permitted Asset Sale are not applied as provided for hereinspecified in the Indenture, the Company shall be required to make an offer (Asset Sale Offer to purchase Notes at a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (purchase price equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101100% of the aggregate principal amount of Securities repurchasedthe Notes purchased, plus accrued and unpaid interestinterest thereon, if any, on the Securities repurchased to the date of repurchase (purchase, as more fully set forth in the Indenture. Event of Loss. The Indenture provides that if the Company or a “Change Restricted Subsidiary suffers an Event of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlLoss, the Company shall mail or cause to be mailed to holders Net Cash Proceeds therefrom in excess of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date U.S.$18,000,000 shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purposeor the Restricted Subsidiary, as the case may be, in an interest bearing cash collateral account subject to each holder a first-priority Lien securing the Notes pending application of Securities properly tendered it as specified in the Change Indenture. Such Net Cash Proceeds shall be maintained in the form of Control Payment for such Securitiescash and Cash Equivalents, and any interest thereon shall be payable to the Trustee will authenticate and mail (Company or cause to the Restricted Subsidiary, as the case may be. Any Net Cash Proceeds from the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any Concession or Additional Concession shall be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 applied by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date to make an Event of Default under Asset Sale Offer as specified in the Indenture. Any Net Cash Proceeds from (i) the loss of, destruction of, or damage to any property or (ii) the condemnation, expropriation, rescate, seizure, confiscation, requisition of the use or taking by exercise of the power of eminent domain or otherwise of any property (other than a default Concession or Additional Concession) may be applied by the Company or such Restricted Subsidiary within 365 days of the receipt thereof to purchase Replacement Assets from a Person other than the Company and its Restricted Subsidiaries. Any such Net Cash Proceeds that the Company does not apply within such 365-day period shall be applied to make an Asset Sale Offer as specified in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Indenture.

Change of Control Offer. If After the Combination Date, upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallIssuer shall send a notice of the Change of Control Offer, by first class mail or delivered electronically in accordance with the procedures of the Depository, to the extent lawful: (i) accept for payment Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.12, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.12 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option right to redeem the Securities as provided for hereinNotes pursuant to Section 3.07, the Company shall be required to make an offer (Issuer will commence a “Change of Control Offer”) Offer no later than 30 days following any Change of Control Triggering Event (or at the Issuer’s option, prior to each holder any Change of Control, but after the public announcement of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple Change of $1,000 in excess thereof) of that holder’s Securities on the terms set forth hereinControl). In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Securities repurchased Notes repurchased, to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, to: (ia) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent paying agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and (iiib) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedpurchased. The Company 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 the manner, at the times and otherwise in compliance comply with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default Rule 14e-1 under the Indenture, Exchange Act and any other than a default securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the payment repurchase of the Change Notes as a result of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofthis Section 4.06, the Company Issuer shall comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its the Issuer’s obligations under the Change of Control Offer provisions of this Indenture or the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:conflicts.

Change of Control Offer. If a Change of Control Triggering Repurchase Event (as defined below) occurs, unless the Company Issuer has exercised its option to redeem the Securities Notes as provided for hereindescribed in Section 11.1 below (except that with respect to a Ratings Related Redemption described in Section 11.1(a) below, such Ratings Related Redemption must have been exercised and completed prior to the Company shall be required to make an offer (a “occurrence of such Change of Control Offer”) Repurchase Event), each Holder of Notes will have the right to each holder of require that the Securities to Issuer repurchase all or any part (equal to in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101100% of the aggregate principal amount thereof plus the Applicable Premium as of Securities repurchasedthe date of repurchase, plus accrued and unpaid interestinterest to, if anybut excluding, on the Securities repurchased to the date of repurchase repurchase, pursuant to the offer described below (a “Change of Control PaymentOffer”). Within 30 days following any Change of Control Triggering Repurchase Event or, at the Company’s optionoption of the Issuer, prior to any Change of Control (defined below)Repurchase Event, but after the public announcement of the transaction that constitutes or may constitute the Change of ControlControl Repurchase Event, the Company shall mail or cause Issuer will give notice to be mailed each Holder with copies to holders of the Securities a notice Trustee and the Paying Agent (if other than the Trustee) describing the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Repurchase Event and offering to repurchase such Securities Notes on the payment date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”)given. The notice shall, if mailed given prior to the date of consummation of the Change of ControlControl Repurchase Event, state that the offer to purchase is conditioned on the Change of Control Triggering Repurchase Event occurring on or prior to the Change payment date specified in the notice. Notwithstanding the foregoing, interest due on an Interest Payment Date falling on or prior to a repurchase date will be payable to Holders at the close of Control business on the Regular Record Date for such Interest Payment Date. In order to accept any Change of Control Offer, a holder shall be required to The Issuer will comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer Repurchase Event provisions hereofof this Indenture, the Company shall Issuer will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer Repurchase Event provisions of the Securities this Indenture by virtue of any such conflict. For purposes of On the Change of Control OfferRepurchase Event payment date (the “Change of Control Payment Date”), the following have Issuer will, to the meanings ascribed to them as set forth belowextent lawful:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company Issuer has exercised its option rights to redeem the Securities Notes as provided for hereindescribed in Section 1.1(g) above, Holders of the Company shall be required Notes will have the right to make an require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000) of their Notes pursuant to the offer described below (a the “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Securities repurchased Notes repurchased, to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company Issuer shall mail or cause to be mailed to holders of the Securities a notice to Holders of Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering shall offer to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder Issuer shall be required to comply with instructions for tendering contained in the Company’s notice requirements of such Change of Control Offer as well as Rule 14e-1 under the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, Exchange Act and any other securities laws and regulations thereunder to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit those laws and regulations are applicable in connection with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change Notes as a result of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofin respect of the Notes, the Company Issuer shall comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its the Issuer’s obligations under the Change of Control Offer provisions in respect of the Securities Notes by virtue of any such conflictconflicts. For purposes of On the Change of Control OfferPayment Date, the following have Issuer shall to the meanings ascribed to them as set forth belowextent lawful:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a “the "Change of Control Offer”) to each holder of "), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a "Change of Control OfferPayment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the "Change of Control Date"), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer's obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities Notes as provided for hereindescribed in Section 301 above, the Company shall will be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth hereinNotes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to a notice will be mailed to holders the Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shallwill, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (i) • accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and (iii) • deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 purchases repurchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that The Company comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control OfferOffer provisions of the Notes, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Holder of Notes will have the Company has exercised its option right to redeem require that the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase Issuers purchase all or any part a portion (equal to $2,000 75,000 or an integral multiple of $1,000 in excess thereof) of that holderthe Holder’s Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to interest through the date of repurchase (a “Change of Control Payment”)purchase. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Issuers must make a Change of Control Offer pursuant to repurchase such Securities on the date specified a Change of Control Notice. As more fully described in the noticeIndenture, the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such the notice is mailed (a “Change of Control Payment Date”)mailed, other than as may be required by applicable law. Asset Sale Offer. The notice shall, if mailed prior to Indenture imposes certain limitations on the date of consummation ability of the Change of Control, state that the offer Company and its Restricted Subsidiaries to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datemake Asset Sales. In order to accept any Change of Control Offer, the event the proceeds from a holder shall be required to comply with instructions for tendering contained permitted Asset Sale exceed certain amounts and are not applied as specified in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment DateIndenture, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee Issuers will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make an Asset Sale Offer to purchase to the extent of such remaining proceeds each Holder’s Notes together with holders of certain other Indebtedness at 100% of the principal amount thereof, plus accrued interest (if any) to the Asset Sale Offer Payment Date, as more fully set forth in the Indenture. [Insert for Certificated Notes: In the event of repurchase of the Note pursuant to a Change of Control Offer upon or Asset Sale Offer in part only, a new Note or Notes for the occurrence of a Change of Control Triggering Event if a third party makes such an offer unpurchased portion will be issued in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment name of the Change of Control Payment Holder hereof upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions cancellation hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.]

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company shall be required to will, within 30 days following such date, make an offer Offer to Redeem all outstanding Securities (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash Redemption Price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus together with accrued and unpaid interestinterest and Additional Amounts, if any, on the Securities repurchased to the date of repurchase (a “Change redemption; provided that any semi-annual payment of Control Payment”)interest becoming due on the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.04 hereof. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, At or prior to any Change 10:00 A.M. New York time on the Business Day immediately prior to the Redemption Date specified in the notice of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Controlredemption given as provided in this Section 3.12, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Securities so called for redemption at the appropriate Redemption Price, together with accrued interest to the Redemption Date. The Paying Agent an amount equal will promptly pay to each Holder so tendered the Change of Control Payment in respect of all Securities or portions of Redemption Price for such Securities properly tendered; and (iii) deliver or cause to be delivered to in accordance with the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securitiesprocedures described in Section 10.03 hereof, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-book entry) to each holder Holder a new Security equal in principal amount to any unpurchased unredeemed portion of such holder’s the Securities surrendered, if any. The Company will publicly announce the results of the Offer to Redeem on or as soon as practicable after the Redemption Date. 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 to redeem all outstanding Securities at the mannersame or a higher Redemption Price, at the times same time and otherwise in compliance with the requirements for an offer made by otherwise required of the Company hereunder and the third party purchases such offeror redeems all Securities properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer. The Company will comply, to the extent applicable, with the requirements of Default under the Indenture, other than a default in the payment Section 14(e) of the Change Exchange Act and any other applicable securities laws or regulations in connection with the redemption of Control Payment upon a Change Securities pursuant to this Section 3.12 including any securities laws of Control Triggering EventSingapore and the requirements of the Singapore Stock Exchange or any other securities exchange on which the Securities are listed. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change provisions of Control Offer provisions hereofthis Indenture, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Indenture by virtue of any such the conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:.

Change of Control Offer. If Upon a Change change of Control Triggering Event control (other than resulting from the Merger (as defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer)), the Company shall be required to offer payment in cash equal to purchase the Notes at 101% of the outstanding aggregate principal amount thereof plus any unaccrued but unpaid interest thereon. Expenses and Indemnification Customary provisions providing for reimbursement of Securities repurchasedexpenses and indemnification of the Holder. Governing Law and Jurisdiction New York law and New York courts MERGER AGREEMENT Structure: A wholly owned subsidiary of Purchaser shall merge with and into the Company with the Company as the surviving corporation (the “Merger”). Merger Consideration: $26.50 per share of Common Stock. All outstanding preferred stock of the Company, plus accrued other than the Series A Preferred Stock, shall be redeemed upon the closing of the Merger. Representations and unpaid interestWarranties: The Merger Agreement will contain representations and warranties reasonably acceptable to Purchaser. Closing Conditions: The Merger Agreement will contain customary closing conditions reasonably acceptable to Purchaser. The Merger will not be subject to a financing condition. Closing conditions will include (i) the senior unsecured debt of the Company must be rated investment grade with no less than a stable outlook by Xxxxx’x, if anyS&P and Fitch, (ii) that as of the closing date the Purchaser would not be entitled to exercise the Limited Due Diligence Termination Right (assuming such right was exercisable as of the closing date, the determination period runs from the June 30, 2008 to the closing date and that an adverse net economic change in excess of $400 million shall be deemed to be material for purposes of the closing condition) and (iii) the absence of a material adverse effect. Regulatory Approvals: The Company and the Purchaser will agree to cooperate to obtain all required regulatory approvals; provided, however, that in no event shall the Purchaser or Company agree to, without the prior written consent of the other party (which consent may be withheld in such party’s sole discretion), (i) capital expenditures, (ii) rate reductions or (iii) actions otherwise, individually or in aggregate, having an adverse effect on either the Securities repurchased Purchaser or the Company, in each case in excess of an amount deemed acceptable to the Purchaser in its reasonable discretion. Non-Solicitation; Special Meeting From and after the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlMerger Agreement, the Company shall mail or cause be bound by a non-solicitation/no shop clause reasonably acceptable to Purchaser. Therefore, if the Company receives an unsolicited bona-fide acquisition proposal (to be mailed defined in the Merger Agreement) prior to holders obtaining stockholder approval for the Merger, which constitutes a Superior Proposal (to be defined in the Merger Agreement), the Company may engage in discussions with and share information with the proposing party. The Company shall promptly notify the Purchaser of the Securities material terms of any such proposal (including the identity of the party making the proposal) and keep the Purchaser informed on a notice describing the transaction that constitutes current basis as to any significant changes or may constitute the Change of Control Triggering Event and offering developments with respect to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”)any proposal or other written or oral inquiries. The notice shall, if mailed Company may not terminate the Merger Agreement in order to accept a Superior Proposal prior to the date of consummation holding of the Change stockholder meeting to approve the Merger and the other transactions contemplated by the Merger Agreement. Following a stockholder vote rejecting the Merger and assuming stockholder approval of Controlthe Merger has not been obtained, state that the offer to purchase is conditioned on Company may terminate the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In Merger Agreement in order to accept any Change a Superior Proposal, but only if (i) the Company nor its representatives have breached the non-solicitation covenants, (ii) the Company has provided the Purchaser with 5-business days advance notice in writing of Control Offer, its intent to do so and such Superior Proposal remains a holder Superior Proposal at the end of such 5-business day period and (iii) the Company has paid the Termination Fee to the Purchaser. The Company shall be required to comply with instructions for tendering contained in call and hold a Special Stockholders Meeting as promptly as practicable following the Company’s notice of such Change of Control Offer as well as the applicable procedures execution of the Depositary. On Merger Agreement for the Change purposes of Control Payment Date, obtaining stockholder approval of the Company shall, to Merger and the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited other transactions contemplated by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedMerger Agreement. The Company shall not be required file the preliminary proxy statement relating 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 Special Stockholders Meeting as promptly as practicable (but in any event within 30 days) following the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment execution of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Merger Agreement.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event Control, each Holder will have the right to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased interest to the date of repurchase (purchase; provided, however, that such right to require the Issuers to make a “Change of Control Payment”)Offer shall not apply to Notes with respect to which a notice of redemption has been delivered on or prior to the date such Change of Control occurs unless the Issuers default in their obligation to pay the redemption price plus accrued interest as described under Article Three. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Company must send, by first class mail (or electronic transmission), a notice to repurchase such Securities on each Holder, with a copy to the date specified in the noticeTrustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or fifth Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply Date (or in accordance with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedDepository). The Company shall Issuers will 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 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 Issuers and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. To the extent that The Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Securities extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the date notice of the Change of Control is mailed to each Holder, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflictthereof. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:ARTICLE FIVE SUCCESSOR CORPORATION

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities Notes as provided for hereindescribed in Section 301 above, the Company shall will be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that holderHolder’s Securities on the terms set forth hereinNotes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to a notice will be mailed to holders the Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shallwill, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shallwill, to the extent lawful: (i) • accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the Change of Control Offer; (ii) • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; and (iii) • deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 purchases repurchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that The Company comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions hereofof the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control OfferOffer provisions of the Notes, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. If At the option of Parent, either (i) Parent or (ii) the Company, as soon as reasonably practicable after the receipt of any written request by Parent to do so, shall use their respective commercially reasonable efforts to commence a Change of Control Triggering Event Offer (as defined below) occurs, unless in the Company has exercised its option to redeem indenture governing the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”2022 Notes) to each holder purchase any or all of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the outstanding aggregate principal amount of Securities repurchased, the 2022 Notes at a purchase price of 101% plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase pursuant to Section 3.09(i) of the indenture governing the 2022 Notes (a the “Change of Control PaymentOffer”). Within 30 days following any ) and the Party commencing such Change of Control Triggering Event orOffer shall reasonably assist the other Party in connection therewith; provided, at however, that the Company’s option, prior to any counsel shall concurrently with the Closing provide such legal opinions as may be reasonably requested by Parent that are customary or necessary in connection with the Change of Control (defined below)Offer; provided further, but after public announcement of that the transaction that constitutes or may constitute Party conducting the Change of ControlControl Offer shall do so in compliance with the indenture governing the 2022 Notes and the rules and regulations of the SEC, including Rule 14e-1 under the Exchange Act. Notwithstanding the foregoing, the closing of the Change of Control Offer shall be conditioned on the occurrence of the Closing, and the parties shall use their respective commercially reasonable efforts to cause the Change of Control Offer to close on the Closing Date. Subject to the preceding sentence, the Company shall mail or provide, and shall cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute its Subsidiaries to, and shall direct their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Change of Control Triggering Event and offering to repurchase such Securities on Offer, including using commercially reasonable efforts in assisting with the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change preparation of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned and letter of transmittal. The Company (i) shall make any change to the Change of Control Offer, in each case, as may be reasonably requested by Parent, and (ii) shall not, without the written consent of Parent, make any material changes to the Change of Control Offer. The Party conducting the Change of Control Offer agrees to provide the other Parties and their counsel reasonable opportunity to review and comment on the Change of Control Triggering Event occurring on or Offer documents prior to the distribution thereof to the holders of the 2022 Notes, and such Party shall give reasonable consideration to any comments made by the other Parties and their counsel. Each of the Company, Parent and Merger Sub agrees to promptly correct any information provided by it for use in the Change of Control Payment DateOffer documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in The Party conducting the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On shall use commercially reasonable efforts to take all steps necessary to cause the Change of Control Payment DateOffer documents, as so corrected, to be disseminated to the Company shallholders of the 2022 Notes, as and to the extent lawful: (i) accept required by applicable Law. Parent shall ensure that at the Effective Time the Surviving Corporation has all funds necessary to pay for payment all Securities or portions of such Securities 2022 Notes that have been properly tendered and not withdrawn pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal . Notwithstanding anything to the Change of Control Payment contrary in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In additionthis Section 6.10, the Company shall not repurchase any Securities if there has occurred and is continuing on be obligated to consummate the Change of Control Payment Date an Event of Default under Offer unless the Indenture, other than a default in Merger has occurred or is occurring concurrently with the payment consummation of the Change of Control Payment upon a Change of Control Triggering Event. To Offer and sufficient funds are available from the extent that Debt Financing or from Parent to pay all consideration for the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase purchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:2022 Notes.

Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company Issuer has exercised its option rights to redeem the Securities Notes as provided for hereindescribed in Section 1.1(g) above, Holders of Notes will have the Company shall be required right to make an require the Issuer to repurchase all or any part (in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000) of their Notes pursuant to the offer described below (a the “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a the Change of Control Offer, the Company Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Securities repurchased Notes repurchased, to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of ControlEvent, the Company Issuer shall mail or cause to be mailed to holders of the Securities a notice to Holders of Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering shall offer to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder Issuer shall be required to comply with instructions for tendering contained in the Company’s notice requirements of such Change of Control Offer as well as Rule 14e-1 under the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, Exchange Act and any other securities laws and regulations thereunder to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit those laws and regulations are applicable in connection with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change Notes as a result of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements provisions of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofof the Notes, the Company Issuer shall comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its the Issuer’s obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflictconflicts. For purposes of On the Change of Control OfferPayment Date, the following have Issuer shall to the meanings ascribed to them as set forth belowextent lawful:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a “the "Change of Control Offer”) to each holder of "), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a "Change of Control OfferPayment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the "Change of Control Date"), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer's obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflictthereof. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:74 -67- ARTICLE FIVE SUCCESSOR CORPORATION

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a “the "Change of Control Offer”) to each holder of "), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a "Change of Control OfferPayment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased thereon to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall remain open for at least 20 Business Days and until the close of business on or the Business Day prior to the Change of Control Payment Date. In order Within 30 days following the date upon which a Change of Control occurs (the "Change of Control Date"), the Issuer shall send, by first class mail, a notice to accept any each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s . The notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer's obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this SECTION 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this SECTION 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. The Securities shall be subject to repurchase by the Company upon the occurrence of a Change of Control Triggering Event as provided for in Article IV of the Indenture. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for in accordance with Article III of the Indenture and Paragraph 5 (Optional Redemption) herein, each Holder shall have the right to require the Company shall be required to make an offer (a the “Change of Control Offer”) to each holder of the Securities Holder to repurchase in cash all or any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of that holdersuch Holder’s Securities on the terms set forth herein. In at a Change of Control Offer, the Company shall be required to offer payment in cash repurchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased repurchased, to but not including, the repurchase date of repurchase (a the “Change of Control Payment”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (as defined in the Global Security). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company a notice shall mail or cause to be mailed by first class mail to holders Holders, with a copy to the Trustee. The notice shall govern the terms of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event Offer and offering shall contain the information required pursuant to repurchase such Section 4.2 of the Indenture. Holders electing to have Securities on repurchased pursuant to a Change of Control Offer shall be required to surrender their Securities, with the date form entitled “Option of Holder to Elect Repurchase” annexed to this Security completed, to the Paying Agent at the address specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from or transfer their Securities to the date such notice is mailed (a “Change Paying Agent by book-entry transfer pursuant to the applicable procedures of Control Payment Date”). The notice shallthe Paying Agent, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or third Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the The Paying Agent shall pay, from funds deposited by the Company for such purpose, promptly mail to each holder Holder of Securities properly tendered Securities the Change of Control Payment repurchase price for such the Securities, and the Trustee will shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a such Holder new Security Securities equal in principal amount to any unpurchased portion not repurchased of such holder’s any Securities surrendered. The Company ; provided, that each new Security shall not be required to make in a Change principal amount of Control Offer upon the occurrence $2,000 or an integral multiple 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:$1,000 thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occursSuch notice shall state, unless the Company has exercised its option to redeem the Securities as provided for hereinamong other things, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or third Business Day prior to the Change of Control Payment Date. In order to accept If the Company or a Restricted Subsidiary consummates any Change of Control OfferAsset Sales, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Dateunder certain circumstances, the Company shall, is required to commence an offer to all Holders (a “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture. The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer. Pursuant to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Net Proceeds Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities offer to purchase, on a pro rata basis, the maximum amount of Notes and, if there has occurred and is continuing on it so elects, such other Senior Subordinated Debt that may be purchased with the Change Net Proceeds Offer Amount at a price equal to 100% of Control Payment Date an Event of Default under the Indenturetheir principal amount (or, other than a default in the payment event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the Change accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of Control Payment upon a Change purchase, in accordance with the procedures set forth in the Indenture (or, in respect of Control Triggering Eventsuch other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt). To the extent that the requirements aggregate amount of Rule 14e-1 under Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Net Proceeds Offer provisions hereofAmount, the Company may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Trustee shall comply with those securities laws select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and regulations and shall not be deemed may elect to have breached its obligations under such Notes purchased by completing the Change form entitled “Option of Control Offer provisions Holder to Elect Purchase” on the reverse of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Notes.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) within the period specified in the definition of “Offer to Purchase”, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer shall remain open for at least 20 Business Days or for such longer period as well as is required by law and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, or, in the case of Notes held in book-entry form, send by electronic transmission a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.12, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.12 by virtue thereof. The Issuer will publicly announce the results of the Change of Control Offer provisions on or as soon as practicable after the date of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:purchase.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event Control, each Holder will have the right to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased interest to the date of repurchase (purchase; provided, however, that such right to require the Issuers to make a “Change of Control Payment”)Offer shall not apply to Notes with respect to which a notice of redemption has been delivered on or prior to the date such Change of Control occurs unless the Issuers default in their obligation to pay the redemption price plus accrued interest as described under Article Three. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Company must send, by first class mail (or electronic transmission), a notice to repurchase such Securities on each Holder, with a copy to the date specified in the noticeTrustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or fifth Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply Date (or in accordance with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the DepositaryDepository). On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit Notes held in book entry form shall comply with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holderDTC’s Securities surrenderedApplicable Procedures. The Company shall Issuers will 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 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 Issuers and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. To the extent that The Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Securities extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company shall will be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase purchase all or any part (equal to $2,000 or an 1,000 aggregate principal amount and integral multiple of $1,000 in excess multiples thereof) of that holder’s Securities the Dollar Notes on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment Payment Date at a purchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, thereon to the date of repurchase and Additional Amounts, if any, on the Securities repurchased to the date of repurchase (and, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect thereof). Holders of Dollar Notes that are subject to an offer to purchase will receive a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at Offer from the Company’s option, Company prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “related Change of Control Payment Date”)Date and may elect to have such Dollar Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. The notice shall112 11. Limitation on Disposition of Assets. When the aggregate amount of Excess Proceeds from Asset Sales exceeds $5.0 million, if mailed prior the Company will be obligated, within 30 Business Days thereafter, to the date of consummation of the Change of Control, state that the make an offer to purchase the maximum principal amount of Dollar Notes, that is conditioned on the Change an integral multiple of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer$1,000, a holder shall that may be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures purchased out of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent Excess Proceeds at an offer price in cash in an amount equal to 100% of the Change aggregate principal amount thereof, plus accrued and unpaid interest thereon, plus, Additional Amounts, if any, to the date fixed for the closing of Control Payment such offer (and, subject to the right of a Holder of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating thereof). If the aggregate principal amount of Securities or portions Dollar Notes surrendered by Holders thereof exceeds the amount of such Securities being repurchased. On the Change of Control Payment DateExcess Proceeds, subject to applicable law, the Paying Agent Trustee shall payselect the Dollar Notes to be redeemed in accordance with the Indenture; provided, however, that no Dollar Notes of $1,000 or less shall be purchased in part. Holders of Dollar Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount prior to any unpurchased portion of such holder’s Securities surrendered. 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 related purchase date and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed may elect to have breached its obligations under such Dollar Notes purchased by completing the Change form entitled "Option of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed Holders to them as set forth Elect Purchase" appearing below:.

Change of Control Offer. If (a) Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Corporation shall be required have the right, but not the obligation, to make an offer (a “the "Change of Control Offer”") to each holder repurchase the shares of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In Series A Preferred Stock at a Change of Control Offer, the Company shall be required to offer payment purchase price per share in cash equal to 101% of the aggregate principal amount Liquidation Preference of Securities each share of Series A Preferred Stock repurchased, plus accrued and unpaid interest, if any, on 101% of the Securities repurchased Special Amount in respect of such share (after giving effect to the date of repurchase (a “Change of Control Payment”), plus an amount equal to 101% of all dividends and the Additional Amount accrued and unpaid thereon from the last Dividend Payment Date to the date fixed for repurchase (the "Change of Control Purchase Amount"). Within 30 20 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company Corporation shall mail or cause to be mailed to holders of the Securities a notice to each holder of shares of Series A Preferred Stock (with a copy to the Registrar) describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and and, if the Corporation so elects, offering to repurchase such Securities shares of Series A Preferred Stock on the a date specified in such notice (the notice"Change of Control Purchase Date"), which date shall be no earlier than 30 90 days and no later than 60 120 days from the date such notice is mailed (a “mailed, pursuant to the procedures required by Section 6 and described in such notice. The failure of the Corporation to make such Change of Control Payment Date”). The notice shall, if mailed prior Offer within such 20-day period shall constitute an irrevocable waiver of the Corporation's right to make such Change of Control Offer solely with the respect to the relevant Change of Control and shall result in the increased dividend rate referred to in paragraph 4 (a) hereof and the special voting rights referred to in 9(j) hereof becoming applicable effective as of the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder The Corporation shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. 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 purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of the Securities conflict with the Series A Preferred Stock as a result of a Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Control.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Holder will have the right to require that the Company has exercised its option purchase all or a portion of such Holder's Notes pursuant to redeem the Securities as provided for herein, offer described below (the Company shall be required to make an offer (a “"Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In "), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased interest to the date of repurchase (purchase; provided, however, that such right to require the Company to make a “Change of Control Payment”)Offer shall not apply to Notes with respect to which a Notice of Prepayment has been delivered on or prior to the date such Change of Control occurs unless the Company defaults in its obligation to pay the prepayment amount as described under Article Three. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Company must send, by first class mail (or electronic transmission), a notice to repurchase such Securities on each Holder, with a copy to the date specified in the noticeAdministrative Agent, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a “the "Change of Control Payment Date”"). The Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Administrative Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or fifth Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 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 Agreement applicable to a Change of Control Offer made by the Company and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. To the extent that The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Securities extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occursControl, unless each Holder will have the right to require that the Company has exercised its option purchase all or a portion of such Holder’s Notes pursuant to redeem the Securities as provided for herein, offer described below (the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased interest to the date of repurchase (purchase; provided, however, that such right to require the Company to make a “Change of Control Payment”)Offer shall not apply to Notes with respect to which a Notice of Prepayment has been delivered on or prior to the date such Change of Control occurs unless the Company defaults in its obligation to pay the prepayment amount as described under Article Three. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Company must send, by first class mail (or electronic transmission), a notice to repurchase such Securities on each Holder, with a copy to the date specified in the noticeAdministrative Agent, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Administrative Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or fifth Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 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 Agreement applicable to a Change of Control Offer made by the Company and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. To the extent that The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Securities extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option right to redeem the Securities Notes as provided for hereindescribed in Article III, the Company shall be required to make an offer (a the “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or or, at the Holder's option, any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities Holder's Notes on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but not including, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s 's option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company a notice shall mail or cause to be mailed to holders Holders of the Securities a notice Notes describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any the Change of Control Offer, a holder shall be required the Holder must deliver to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On Paying Agent, at least five Business Days prior to the Change of Control Payment Date, this Note together with the Company shall, form entitled “Election Form” (which form is annexed as Exhibit E to the extent lawful: (iIndenture) accept for payment all Securities duly completed, or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities a facsimile transmission or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, a letter from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon the occurrence member of a Change of Control Triggering Event if national securities exchange, or the Financial Industry Regulatory Authority or a third party makes such an offer commercial bank or trust company in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or any other securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereof, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth belowUnited States setting forth:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company shall be required obligated to make an offer to each Holder of the Notes to purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallshall send a notice of the Change of Control Offer, by first class mail or delivered electronically in accordance with the procedures of the Depositary, to the extent lawful: Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall (i1) accept describe the transaction or transactions that constitute the Change of Control, (2) offer to purchase, pursuant to the procedures required by the Indenture and described in the notice, on the Change of Control Date and for payment the Change of Control Purchase Price, all Securities or portions of such Securities the Notes properly tendered by such Holder pursuant to such Change Of Control Offer, and (3) contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedCompany. The Company shall not be required Company’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Company shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 3.06, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 3.06 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinControl, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least 20 Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflictthereof. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:ARTICLE FIVE

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities Notes as provided for hereindescribed above, has defeased the Notes pursuant to Article Fifteen of the Base Indenture (as modified by the Fifth Supplemental Indenture) or has redeemed or become obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company shall will be required to make an offer (a “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities Notes in the manner and on the terms set forth herein. In a Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but excluding, the repurchase date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to a notice will be mailed to holders the trustee and mailed, or delivered electronically if held by DTC in accordance with DTC’s customary procedures, to Holders of the Securities a notice Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the repurchase date specified in the applicable notice, which date shall will be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (or delivered electronically) to the Holders of Notes (a “Change of Control Payment Date”). The notice shallwill, if mailed (or delivered electronically) prior to the date of consummation of the Change of Control, state that the offer to purchase 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. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained Date specified in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the each Change of Control Payment Date, the Company shallwill, to the extent lawful: (ia) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the applicable Change of Control Offer; , (iib) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; tendered pursuant to the applicable Change of Control Offer, and (iiic) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 Company, and the such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that The Company will be required to comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 Offer provisions hereofof the Notes, the Company shall will comply with those such securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflictconflict and compliance. For purposes of the foregoing Change of Control OfferOffer provisions, the following have the meanings ascribed to them as set forth belowterms are applicable:

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event Control, each Holder will have the right to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In ), at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Securities repurchased interest to the date of repurchase (purchase; provided, however, that such right to require the Company to make a “Change of Control Payment”)Offer shall not apply to Notes with respect to which a notice of redemption has been delivered on or prior to the date such Change of Control occurs unless the Issuers default in their obligation to pay the redemption price plus accrued interest as described under Article Three. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurred, the Company must send, by first class mail (or electronic transmission), a notice to repurchase such Securities on each Holder, with a copy to the date specified in the noticeTrustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice shall, if mailed prior to the date close of consummation of the Change of Control, state that the offer to purchase is conditioned business on the Change of Control Triggering Event occurring on or fifth Business Day prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply Date (or in accordance with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedDepository). The Company shall Issuers will 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 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 Issuers and the third party purchases all Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer. To the extent that The Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the Securities extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If Upon the occurrence of a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for hereinEvent, the Company Issuer shall be required obligated to make an offer Offer to Purchase (a the “Change of Control Offer”) to each holder of ), and shall purchase, on a Business Day (the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a “Change of Control OfferPayment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the Company shall be required to offer payment in cash then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the aggregate principal amount of Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior thereon to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such The Change of Control Offer as well as shall remain open for at least thirty (30) Business Days and until the applicable procedures close of the Depositary. On business on the Change of Control Payment Date. Issuer also agrees that if it intends or expects a Change of Control Triggering Event to occur, Issuer will initiate a review process with a Ratings Agency within ten (10) Business Days of the occurrence of such intention or expectation. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Company shallIssuer shall send, by first class mail, a notice to each Holder, with a copy to the extent lawful: (i) accept for payment Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all Securities or portions of instructions and materials necessary to enable such Securities properly tendered Holders to tender Notes pursuant to the Change of Control Offer; (ii) deposit with . Any amounts remaining after the Paying Agent an amount equal purchase of Notes pursuant to the a Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to Offer shall be delivered returned by the Trustee to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderedIssuer. The Company shall not be required Issuer’s obligation to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event will be satisfied if a third party makes such an offer the Change of Control Offer in the manner, manner and at the times and otherwise in compliance with the requirements for an offer applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the IndentureOffer. The Issuer shall comply with applicable tender rules, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that including the requirements of Rule 14e-1 under the Securities Exchange Act or and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations thereunder that are applicable in connection with the repurchase of the Securities conflict with the Change of Control Offer provisions hereofunder this Section 4.20, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Section 4.20 by virtue of any such conflict. For purposes of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:thereof.

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities as provided for herein, the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of Notes will have the Securities right to require the Issuer to repurchase all or any part (equal to $2,000 US$100,000 or an integral multiple of $US$1,000 in excess thereof) of that holderHolder’s Securities Notes pursuant to an offer (the “Change of Control Offer”) on the terms set forth herein. In a the Change of Control Offer, the Company shall be required to Issuer will offer payment a Change of Control Payment in cash equal to one hundred and one percent (101% %) of the aggregate principal amount of Securities repurchased, Notes repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Securities repurchased to the date of repurchase (a “Change purchase, subject to the rights of Control Payment”)holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 ten days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall Issuer will mail or cause to be mailed to holders of the Securities a notice to each holder describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from notice (the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to which date will be no earlier than thirty (30) days and no later than sixty (60) days from the date of consummation of the Change of Controlsuch notice is mailed, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment procedures required by this Indenture and described in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrenderednotice. 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 Issuer will comply with the requirements for an offer made by the Company and the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofof this Indenture, the Company shall Issuer will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities this Indenture by virtue of such compliance. This Section 12.1 shall be applicable (for so long as this Indenture is in effect) whether or not any such conflict. For purposes other provisions of the Change of Control Offer, the following have the meanings ascribed to them as set forth below:this Indenture are applicable.

Change of Control Offer. If a Change change of Control Triggering Event (defined below) control triggering event occurs, unless the Company Issuer has exercised its option to redeem the Securities Notes as provided for hereindescribed above under “Make Whole Redemption”, the Company shall Issuer will be required to make an offer (a the “Change change of Control Offercontrol offer”) to each holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities notes on the terms set forth hereinin the Notes. In a Change the change of Control Offercontrol offer, the Company shall Issuer will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes to be repurchased to the date of repurchase (a the “Change change of Control Paymentcontrol payment”). Within 30 days following any Change change of Control Triggering Event control triggering event or, at the CompanyIssuer’s option, prior to any Change change of Control (defined below)control, but after public announcement of the transaction that constitutes or may constitute the Change change of Controlcontrol, the Company shall mail or cause to a notice will be mailed to holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change change of Control Triggering Event control triggering event and offering to repurchase such Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change change of Control Payment Datecontrol payment date”). The notice shallnotice, if mailed prior to the date of consummation of the Change change of Controlcontrol, will state that the offer to purchase is conditioned on the Change change of Control Triggering Event control triggering event occurring on or prior to the Change change of Control Payment Datecontrol payment date. In order the event that such offer to accept any Change of Control Offer, a holder shall be required purchase fails to comply with instructions for tendering contained satisfy the condition in the Company’s preceding sentence, the Issuer will cause another notice of such Change of Control Offer as well as meeting the applicable procedures aforementioned requirements to be mailed to holders of the DepositaryNotes. On the Change change of Control Payment Datecontrol payment date, the Company shallIssuer will, to the extent lawful: (i) • accept for payment all Securities notes or portions of such Securities notes properly tendered pursuant to the Change change of Control Offercontrol offer; (ii) • deposit with the Paying Agent paying agent an amount equal to the Change change of Control Payment control payment in respect of all Securities notes or portions of such Securities notes properly tendered; and (iii) • deliver or cause to be delivered to the Trustee trustee the Securities Notes properly accepted together with an Officersofficers’ Certificate certificate stating the aggregate principal amount of Securities notes or portions of such Securities notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee The Issuer will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change change of Control Offer control offer upon the occurrence of a Change change of Control Triggering Event 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 Issuer and the third party purchases repurchases all Securities notes properly tendered and not withdrawn under its offer. In addition, the Company shall Issuer will not repurchase any Securities notes if there has occurred and is continuing on the Change change of Control Payment Date control payment date an Event event of Default default under the Indenture, other than a default in the payment of the Change change of Control Payment control payment upon a Change change of Control Triggering Eventcontrol triggering event. To the extent that The Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or Act, and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities Notes as a result of a change of control triggering event. To the extent that the provisions of any such securities laws or regulations conflict with the Change change of Control Offer control offer provisions hereofof the Notes, the Company shall Issuer will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change change of Control Offer control offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change change of Control Offercontrol offer provisions of the Notes, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. If a Change of Control Triggering Event (defined below) occurs, unless the Company has exercised its option to redeem the Securities Notes as provided for hereindescribed above or has defeased the Notes pursuant to Article Fifteen of the Base Indenture (as modified by the Sixth Supplemental Indenture), the Company shall will be required to make an offer (a “Change of Control Offer”) to each holder Holder of the Securities Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holdereach Holder’s Securities Notes in the manner and on the terms set forth herein. In a Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Securities Notes repurchased to to, but excluding, the repurchase date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to a notice will be mailed to holders the trustee and mailed, or delivered electronically if the Notes are held by DTC in accordance with DTC’s customary procedures, to Holders of the Securities a notice Notes, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the repurchase date specified in the applicable notice, which date shall will be no earlier than 30 15 days and no later than 60 days from the date on which such notice is mailed (or delivered electronically) to the Holders of Notes (a “Change of Control Payment Date”). The notice shallwill, if mailed (or delivered electronically) prior to the date of consummation of the Change of Control, state that the offer to purchase 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. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained Date specified in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositarynotice. On the each Change of Control Payment Date, the Company shallwill, to the extent lawful: (ia) accept for payment all Securities Notes or portions of such Securities Notes properly tendered pursuant to the applicable Change of Control Offer; , (iib) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tendered; tendered pursuant to the applicable Change of Control Offer, and (iiic) deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 Company, and the such third party purchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that The Company will be required to comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 Offer provisions hereofof the Notes, the Company shall will comply with those such securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflictconflict and compliance. For purposes of the foregoing Change of Control OfferOffer provisions, the following have the meanings ascribed to them as set forth belowterms are applicable:

Change of Control Offer. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Securities Notes as provided for hereindescribed in Section 6, each Holder shall have the right to require the Company shall be required to make an offer (a “Change of Control Offer”) to each holder of the Securities to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of that holderHolder’s Securities Notes on the terms set forth herein. In a Change of Control Offer, the Company shall be required to will offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchasedNotes repurchased (a “Change of Control Payment”), plus accrued and unpaid interest, if any, on the Securities Notes repurchased to the date of repurchase (a “Change repurchase, subject to the right of Control Payment”)Holders of record on the applicable record date to receive interest due on the next Interest Payment Date. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below)Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to a notice will be mailed to holders Holders of the Securities a notice Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities Notes on the date specified in the applicable notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallmay, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase 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. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On Upon the Change of Control Payment Date, the Company shallwill, to the extent lawful: (i) • accept for payment all Securities Notes or portions of such Securities Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; (ii) • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities Notes or portions of such Securities Notes properly tenderedtendered and not withdrawn; and (iii) • deliver or cause to be delivered to the Trustee the Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities Notes or portions of such Securities Notes being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited by the Company for such purpose, to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall will 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 purchases repurchases all Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To The Company will comply with the extent that the applicable requirements of Rule 14e-1 under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities 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 Offer provisions hereofof the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control Offer provisions of the Securities Notes by virtue of any such conflict. For purposes of the Change of Control Offerthis Section 8, the following have the meanings ascribed to them as set forth belowterms will be applicable:

Change of Control Offer. If (i) Upon the occurrence of a Change of Control Triggering Trigger Event, Vistra Operations shall deliver a notice to the Trustee that such Change of Control Trigger Event (defined below) occurs, unless the Company has exercised occurred. Within 30 days following its option to redeem the Securities as provided for hereinreceipt of such notice of Change of Control Trigger Event, the Company shall be required to make an offer Trustee will mail (a or deliver electronically) the notice (the “Change of Control Offer”) prepared by Vistra Operations to each holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail or cause to be mailed to holders of the Securities a notice P-Caps describing the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Securities P-Caps on the date specified in the noticenotice (the “Change of Control Payment Date”), which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallor delivered, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept any Change of Control Offer, a holder shall be required to comply with instructions for tendering contained in the Company’s notice of such Change of Control Offer as well as the applicable procedures of the Depositary. On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Securities or portions of such Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of such Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of such Securities being repurchased. On the Change of Control Payment Date, the Paying Agent shall pay, from funds deposited procedures required by the Company for Trust Declaration and described in such purpose, notice. Holders of the P-Caps electing to each holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee will authenticate and mail (or cause have any P-Caps purchased pursuant to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of such holder’s Securities surrendered. The Company shall not be required to make a Change of Control Offer upon (as evidenced by their surrender) shall be required to surrender the occurrence of a Change of Control Triggering Event if a third party makes such an offer in P-Caps to the manner, at paying agent for the times and otherwise in compliance with the requirements for an offer made by the Company and P-Caps on the third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on Business Day preceding the Change of Control Payment Date an Event of Default under (the Indenture, other than a default in the payment of the “Change of Control Payment upon a Change of Control Triggering EventOffer Expiration Date”). To Vistra Operations and the extent that Trust will comply with the requirements of Rule 14e-1 under the Securities Exchange Act or and any other securities laws or and regulations thereunder that to the extent those laws and regulations are applicable in connection with the repurchase of the Securities P-Caps as a result of a Change of Control Trigger Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions hereofof this Agreement, the Company shall Trust Declaration or the Senior Secured Notes Indenture, Vistra Operations and the Trust will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its their obligations under the Change of Control Offer provisions of this Agreement, the Securities Trust Declaration or the Senior Secured Notes Indenture by virtue of any such conflict. For purposes of compliance as evidenced by an Officer’s Certificate delivered by Vistra Operations to the Change of Control Offer, the following have the meanings ascribed to them as set forth below:Trustee.