Common use of Offer to Repurchase Upon Change of Control Clause in Contracts

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a1) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment date (the “Change of Control Payment”)Settlement Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change date of Control Payment”)purchase. Within 30 days following any Change of Control, the Company Issuers will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the such Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to minimum amounts of $2,000 or an and integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date that is on or prior to the date of repurchase (the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company Issuers will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder Holder, subject to such Holder’s right to reject such Change of Control Offer, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to repurchased, to, but excluding, the date of purchase (the “"Change of Control Payment Date”Payment"), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a1) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon Subject to the Company's right to redeem the Notes pursuant to Section 3.07, upon the occurrence of a Change of Control, the Company will shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to in a minimum aggregate principal amount at Stated Maturity of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount Accreted Value of the Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase repurchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 10 days following any Change of Control, if the Company will has not sent a redemption notice pursuant to Section 3.03 for all of the Notes, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, except as provided in this Section 4.15, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Company will make an offer (has previously or concurrently mailed a “Change redemption notice with respect to all of Control Offer”) to the outstanding Notes as provided by Section 3.07, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchasedthereof, plus accrued and unpaid interest, if any, on the Notes repurchased interest to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the Company will mail a notice to each Holder describing with a copy to the transaction or transactions that constitute Trustee (the “Change of Control and Offer”) stating:

Offer to Repurchase Upon Change of Control. (a1) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon Subject to the Company's right to redeem the Notes pursuant to Section 4.1, upon the occurrence of a Change of Control, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to in a minimum aggregate principal amount at Stated Maturity of $2,000 500 or an integral multiple of $1,000 in excess thereof500) of that such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase repurchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 10 days following any Change of Control, unless the Company has sent a redemption notice pursuant to Section 4.3 for all of the Notes, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will Regency Energy Partners shall make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Regency Energy Partners will mail send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) of payment (a “Change of Control Payment”) to each Holder to repurchase all or any part (equal to $2,000 or an 100,000 and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase repurchase (the “Change of Control Payment Date”), subject to ,” which date will be no earlier than the rights date of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “such Change of Control Payment”Control). Within No later than 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “"Change of Control Offer”") to each Holder of the Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to to, but not including, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 days following any Change of Control, except to the extent that the Company has exercised its right to redeem the Notes in accordance with Article 3 of this Indenture the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to minimum amounts of $2,000 or an and integral multiple multiples of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date that is on or prior to the date of repurchase (the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company Issuers will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Antero Midstream Partners will make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change date of Control Payment”)purchase. Within 30 days following any Change of Control, the Company Antero Midstream Partners will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a1) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an any integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment date (the “Change of Control Payment”)Settlement Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within 30 days following any Change of Control, the Company will Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the Company will make an offer right to require the Issuer to repurchase (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to to, but not including, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will mail a notice to the Trustee and to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder will have the right to require the Company will make an to repurchase all or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000) of that Holder’s Notes pursuant to a change of control offer (a “Change of Control Offer”) to each Holder to repurchase all or any part on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a payment (equal to $2,000 or an integral multiple the “Change of $1,000 in excess thereofControl Payment”) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within 30 days ten Business Days following any Change of Control, the Company will mail shall send a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in the case of a partial repurchase, equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail shall mail, or caused to be mailed, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any Change of Control, the Company will mail send a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Purchase Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company will to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant an record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 thirty days following any Change of Control, the Company will mail send a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, except as provided in this Section 4.15, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof) 1.00 of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% (or, at the Company’s election, a higher percentage) of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within No later than 30 days following any Change of Control, the Company will mail deliver a notice to the Trustee and Paying Agent and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail shall send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased repurchased, if any, to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 thirty days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, except as provided in this Section 4.15, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Purchase Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within 30 days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder will have the Company will make an offer right to require the Issuers to jointly repurchase all or any part of that Holder’s Notes pursuant to this Section 4.15 (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple ). In the Change of $1,000 in excess thereof) of that Holder’s Notes at Control Offer, the Issuers will jointly offer the Holders a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 fifteen (15) days following any Change of Control, the Company Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder of Securities will have the right to require the Issuer to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes Securities pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes Securities repurchased, plus accrued and unpaid interest, if any, interest on the Notes Securities repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes Securities on the relevant record date Record Date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within 30 days following any Change of Control, the Company Issuer will mail a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase price price, in cash cash, equal to 101% of the Accreted Value of the Notes repurchased prior to the Full Accretion Date and 101% of the aggregate principal amount at maturity of the Notes repurchasedrepurchased after the Full Accretion Date, plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change a change of Control control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Event, unless the Company has exercised its right to redeem the Notes as provided in Section 3.07 hereof, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s 's Notes at a purchase repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 days following any Change of ControlControl Event or, at the Company's option, prior to any Change of Control but after the public announcement thereof, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Event and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will Regency Energy Partners shall make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Regency Energy Partners will mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and statingHolder:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will Regency Energy Partners shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Regency Energy Partners will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will shall make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 thirty days following any Change of Control, the Company will shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to the Trustee and to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to (but not including) the date of purchase (the “Change of Control Payment Date”)repurchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date in respect of then outstanding Notes (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuer will mail provide a notice to the Trustee and each Holder of Notes describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to to, but not including, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, except to the Company extent that the Issuer has exercised its right to redeem the Notes in accordance with Article 3 of this Indenture the Issuer will mail deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)Interest Payment Date. Within 30 days following any Change of Control, the Company Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon In connection with the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date (that is on or prior to the “Change of Control Payment”)Payment Date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 ten days following any Change of Control, the Company Issuer will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company will to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant an record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 thirty days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will Regency Energy Partners shall make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Regency Energy Partners will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (aa)(1) Upon No later than 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the Company will right to require the Issuers to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchasedrepurchased on the date of such repurchase, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 thirty days following any Change of Control, the Company Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to in a minimum aggregate principal amount of $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 thirty days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an 200,000 and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within No later than 30 days following any Change of Control, the Company Issuer will mail a notice to the Trustee and Paying Agent and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send (or otherwise deliver in accordance with the procedures of the DTC) a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make commence, within the time frame set forth in the last paragraph of Section 4.15(b) hereof, an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to but excluding the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes so called for repurchase on the relevant or after a record date for the payment of interest to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes to be repurchased to to, but excluding, the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an 50,000 and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within No later than 30 days following any Change of Control, the Company will mail a notice to the Trustee and Paying Agent and each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Purchase Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, except as provided in this Section 4.15, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail send a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 thirty days following any Change of Control, the Company will mail a notice to each Holder describing briefly the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to to, but not including, the date of purchase (the “Change of Control Payment Date”)repurchase, subject to the rights of Holders of the Notes holders on the relevant record date to receive interest due on the relevant interest payment date Payment Date (the “Change of Control Payment”). Within 30 Each holder of Notes may accept such Change of Control Offer in whole or in part (equal to $100,000 or an integral multiple of $1,000 in excess thereof). No later than thirty days following any Change of Control, the Company will mail or deliver electronically a notice to each Holder holder of Notes describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Con- trol Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to but excluding the date of purchase (the “Change of Control Payment Date”)purchase, subject sub- ject to the rights of Holders of the Notes so called for repurchase on the relevant or after a record date for the payment of interest to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following fol- lowing any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions transac- tions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, Holders of 6 ⅞% Notes will have the right to require the Company will to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 6 ⅞% Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 6 ⅞% Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the 6 ⅞% Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment an Interest Payment Date that is on or prior to such date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 ten days following any Change of Control, the Company will mail send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 thirty days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased repurchased, if any, to the date of purchase (the “"Change of Control Payment Date”Payment"), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (that is prior to the “Change date of Control Payment”)repurchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require the Company will to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased repurchased, to but excluding the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Company Issuer will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any Change of ControlControl Triggering Event, the Company Issuer will mail send a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of that each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase (the “Change of Control Payment Purchase Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Purchase Date. Within 30 days following any a Change of Control, the Company will shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute constitutes the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, the Company will make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased to repurchased, if any, to, but excluding, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail deliver (including by electronic means) a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $2,000 US$1,000 or an integral multiple of $1,000 in excess thereofUS$1,000) of that Holder’s 's Notes at a purchase price price, to be paid in cash cash, equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT"). Within 30 10 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will Issuers shall make an offer (a “"Change of Control Offer”") to each Holder of 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 such Holder’s 's Notes at a purchase an offer price (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased and Additional Interest, if any, to the date of purchase (the “"Change of Control Payment Date”"), subject to the rights of Holders of the Notes on the relevant a record date occurring prior to the Change of Control Payment Date to receive interest due on the relevant an interest payment date (the “occurring after such Change of Control Payment”)Payment Date. Within 30 days following any Change of Control, the Company will Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth herein. In the Change of Control Offer (subject to the conditions required by applicable law, if any), the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 No earlier than ten and no later than 20 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"Change of Control Payment”"). Within 30 ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company Issuers will make an offer (a “Change of Control Offer”) to each Holder of 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 Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to to, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the such Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will mail send or deliver (or cause to be transferred by book entry) a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $2,000 100,000 or an integral multiple multiples of $1,000 in excess thereofabove $100,000) of that Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “"CHANGE OF CONTROL PAYMENT"). Within 10 days following the date on which a Change of Control Payment”). Within 30 days following any Change of Controloccurs, the Company will mail mail, by first-class mail, a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail mail, or cause to be mailed, a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive accrued and unpaid interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the Company will right to require the Issuers to make an offer (a “Change of Control Offer”) ), in accordance with this Section 4.17, to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to to, but not including, the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company Issuers will mail provide a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a1) Upon Within 30 days following the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to at least 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon to the date of purchase settlement (the “Change of Control Payment Settlement Date”), subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date (that is on or prior to the “Change of Control Payment”)Settlement Date. Within 30 days following any Change of Control, the Company will mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of If a Change of ControlControl occurs and the Company does not at such time exercise its option, if available, to redeem the Notes pursuant to Section 3.07 hereof, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased repurchased, if any, to the date of purchase repurchase (the “Change of Control Payment Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date date) (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl and the Company does not exercise its option to redeem the Notes pursuant to Section 3.07 hereof, the Company will make an offer (a “"Change of Control Offer”") to each Holder to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof1,000) of that each Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, thereof plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased repurchased, if any, to the date of purchase (the “Change of Control Payment Date”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date date) (the “"Change of Control Payment”"). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment DatePayment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”)date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101100% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, interest on the Notes repurchased to to, but not including, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail send a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 US$1,000 or an integral multiple multiples of $1,000 in excess thereofUS$1.00 above US$1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, repurchased plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”)purchase, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 10 days following any the date on which a Change of ControlControl occurs, the Company will mail shall mail, by first-class mail, a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating: