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

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of ControlControl occurs, unless the Issuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) or Section 3.07(e) with respect to all outstanding Notes, each Holder shall will have the right to require the Issuers Issuer to repurchase all or any part (in a minimum principal amount of such $200,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at pursuant to an offer to purchase on the terms set forth in this Indenture (the “Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a purchase price payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the Change of Control Payment Date (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Within 30 days following any Change of Control, unless the Issuers shall (iIssuer at such time has given notice of redemption under Section 3.07(b), Section 3.07(c) repay in full or Section 3.07(e) with respect to all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of outstanding Notes, offer the Issuer will give notice to repay the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and repay no later than 60 days from the Bank Indebtedness and/or other Secured Indebtedness date such notice is given, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent those laws and regulations are applicable in connection with the repurchase of the Notes as provided for in a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14(b)4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or such other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or such other Secured Indebtedness and repay the Bank Indebtedness and/or such other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or such other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 business days and no later than 60 business days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in extent that the provisions of any securities laws or regulations conflict with this Section 4.14(b)4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes will have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, then prior if any, thereon, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder stating: (i) repay in full the description of the transaction or transactions that constitute the Change of Control, that the Change of Control Offer is being made pursuant to this Section 4.15, and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes validly tendered and not withdrawn will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes properly endorsed, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes properly completed, together with other customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer are in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to repurchases. In addition, the Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the Company shall have the right to require the Issuers make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (subject to the right "Change of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of . Within 30 days following a Change of Control, the Issuers Company shall not be obligated mail a notice to purchase any Notes each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 in 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the event that purchase price and the Issuers have exercised their right to redeem purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such Notes in accordance with Section 3.07 of this Indenture. In notice is mailed (the event that at the time of such "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (4) that, unless the terms Company defaults in the payment of the Bank Indebtedness and/or Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other Secured Indebtedness restrict or prohibit securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission as a result of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any a Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within ten days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Payment"). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constituted the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than the fifth Business Day preceding the last day of the fiscal quarter of Foamex next following the Change of Control date (i) repay the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow such notice. The Issuers shall comply with the purchase requirements of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided for that each such new Note will be in Section 4.14(b)a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this covenant, but in any event prior to the Change of Control Payment Date, the Issuers shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes will have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the expiration of the Change of Control Payment Offer; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the expiration of the Change of Control Payment Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control and, to the Notes as provided for in Section 4.14(b)extent inconsistent with the provisions of this Indenture, such laws and regulations shall govern.

Offer to Repurchase Upon Change of Control. (a) Upon a Following the completion of any Senior Secured Notes Change of ControlControl Offer, the Issuer shall be required to offer each Holder shall have the right to require the Issuers of Debentures to repurchase all or any part (in minimum denominations of the lesser of a Holder’s entire position and $1,000 and any integral multiple of $1.00 in excess thereof) of that Holder’s Debentures on the terms set forth in this Indenture (the “Change of Control Offer”). For purposes of this Section 8.9, the “completion of any Senior Secured Notes Change of Control Offer” shall be deemed to have occurred on the earlier of (a) the date upon which all Senior Secured Notes properly tendered pursuant to a Senior Secured Notes Change of Control Offer have been accepted by the Issuer (or a third party as permitted under the Senior Secured Note Indenture) for payment and the Issuer (or such third party) has deposited with the paying agent the necessary cash amount to effect payment in full for all such Senior Secured Notes or (b) if no Senior Secured Notes remain outstanding upon the occurrence of a Change of Control, the date of such Holder’s Notes at Change of Control. In the Change of Control Offer, the Issuer shall offer a purchase price in cash Change of Control payment (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereofof Debentures repurchased, plus accrued and unpaid interest interest, if any, to the date of repurchase on the Debentures repurchased (subject to the right rights of the Holders of record Debentures on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), payable in accordance cash or, at the Issuer’s election, in whole or in part, in Common Shares having an aggregate value, based on the Current Market Price as of the date on which the notice of the Change of Control Offer is given, equal to the Change of Control Payment. Within 30 days following the completion of any Senior Secured Notes Change of Control Offer, the Issuer shall send a notice to each Holder of Debentures, with a copy to the Debenture Trustees, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by this Indenture and described in such notice. In the event that the Issuer elects to pay all or any portion of the Change of Control Payment in Common Shares, such notice shall state that such election is being made and shall set forth the applicable Current Market Price, as determined as of the date on which the notice of the Change of Control Offer is given, that shall be used for Common Shares to be issued pursuant to such election. The Issuer shall comply with the terms contemplated requirements of any securities laws and regulations thereunder to the extent those laws and regulations are applicable in this Section 4.14; provided, however, that notwithstanding connection with the occurrence repurchase of the Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers Issuer shall comply with the applicable securities laws and regulations and shall not be obligated deemed to purchase any Notes pursuant to this Section 4.14 in have breached its obligations under the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control provisions of this Indenture by virtue of such compliance. On the terms Change of Control Payment Date, the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14Issuer shall, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).extent lawful:

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a “Change of Control the terms Offer”) to each Holder to repurchase all or any part (equal to an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder (iwith a copy to the Trustee) repay stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not promptly tendered will continue to accrue interest; (4) that, unless the Company defaults in full the payment of the Change of Control Payment, all Bank Indebtedness and/or other Secured Indebtedness orNotes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. Notwithstanding anything to the contrary in this Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if doing so will allow a definitive agreement is in place for the purchase Change of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness Control at the time of making the Change of Control Offer. The Company shall comply with the requirements of Section 14(e) of and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in Section 4.14(b)extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated make an offer (a "CHANGE OF CONTROL OFFER") to purchase each Holder of Notes to repurchase all or any Notes pursuant part (equal to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time $1.00 or an integral multiple thereof) of such Change of Control the terms Holders' Notes at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so that the Change of Control Offer is being made pursuant to this Section 5.19 and that Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "OPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second business day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased (provided that if the Notes are held as Global Notes with the Depository Trust Company and are eligible for ATOP, such withdrawal shall comply with the ATOP procedures); and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1.00 in principal amount or an integral multiple thereof. The Issuers will comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest, then prior if any, thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to the Trustee and each Holder stating: (i1) repay that the Change of Control Offer is being made pursuant to this Section 1017 and that all Notes tendered shall be accepted for payment; (2) the purchase price and the purchase date described below (the "Change of Control Payment Date"); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Company defaults in full the payment of the Change of Control Payment, all Bank Indebtedness and/or other Secured Indebtedness orNotes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if doing so will allow any, after the purchase Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Certificate, then such offer, or (ii) obtain notice shall be modified in form but not substance to the requisite consent extent appropriate to accord with the procedures of the Depository applicable to repurchases. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the fifth Business Day prior to the Change of Control Payment Date. The Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, then prior if any, thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within ten days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a “Change of Control the terms 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 such Holder’s Notes at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, then prior if any, thereon, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers Company shall mail (ior send electronically if DTC is the recipient) repay in full a notice to each Holder (with a copy to the Trustee) stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled “Option of Holder to repay Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile or electronic transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or (ii) obtain an integral multiple of $1,000 in excess thereof. The Company will comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof, then prior plus accrued and unpaid interest, if any, thereon to the mailing or transmission date of repurchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any a Change of Control, the Issuers Company shall mail a notice to each Holder and the Trustee stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes validly tendered and not withdrawn will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer properly endorsed for transfer, together with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Xxxxxx is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such offernotice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, or (ii) obtain the requisite consent Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated make an offer (the "Change of Control Offer") to purchase each Holder of Notes to repurchase all or any part of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below at a purchase price equal to 101% of the Issuers have exercised their right aggregate principal amount thereof plus accrued and unpaid interest, if any, to redeem such Notes in accordance with Section 3.07 the date of this Indenture. In purchase (the event that at the time of such "Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 Payment"). Within 40 days following any Change of Control, the Issuers shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to the covenant entitled "Change of Control" and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay Elect Purchase" on the Bank Indebtedness and/or other Secured Indebtedness reverse of each lender who has accepted such offerthe Notes, or similar form acceptable to the Trustee, completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (ii6) obtain that Holders will be entitled to withdraw their election if the requisite consent Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The Issuers shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers Issuer to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Issuer shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have Issuer has exercised their its right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuers Issuer shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date, which shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Issuers shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of ControlControl shall occur, each Holder shall of Debentures will have the right to require the Issuers Company to repurchase all or any part (having a principal amount equal to $25 or an integral multiple of such $25) of that Holder’s Notes at 's Debentures pursuant to a purchase price in cash Change of Control offer (the “"Change of Control Offer") on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change of Control payment (the "Change of Control Payment”") in cash equal to 101100% of the aggregate principal amount thereof, of the Debentures tendered plus (except if the Change of Control Payment Date shall be an Interest Payment Date) accrued and unpaid interest (including any Additional Payments) thereon to the date Change of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding any installment of interest whose Stated Maturity is on or prior to the occurrence of a Change of Control, the Issuers Control Payment Date shall not be obligated to purchase any Notes pursuant to this Section 4.14 included in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice Payment and shall be payable to the Holders provided of the Debentures tendered, or one or more Predecessor Debentures, registered as such at the close of business on the Regular Record Date for in such installment of interest according to the terms and the provisions of Section 4.14(b) but in any event within 3.7. Within 30 days following any Change of Control, the Issuers shall Company will mail a notice in the manner provided in Section 1.6 to each Holder (iand to each holder of Trust Preferred Securities then outstanding) repay describing the transaction or transactions that constitute the Change of Control and offering, pursuant to the procedures required hereby and described in full all Bank Indebtedness and/or other Secured Indebtedness orsuch notice, if doing so to repurchase Debentures on the payment date (the "Change of Control Payment Date") specified in the notice, which date will allow be no earlier than 30 days and no later than 60 days from the purchase date such notice is mailed. The Company will comply with the requirements of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act, and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent those laws and regulations are applicable in connection with the repurchase of the Notes Debentures as provided for in a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14(b).10.7 by virtue of such conflict. Prior to 10:00 a.m. New York City time on the Change of Control Payment Date, the Company shall, to the extent lawful:

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of ControlControl occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such that Holder’s Notes at on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a purchase price payment in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, of the Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such “Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Payment Date”). Within 30 days following any Change of Control, the Issuers Company shall send (or provide in accordance with the applicable procedures of DTC) a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 (and describing the transaction or transactions that constitute the Change of Control) and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has Notes tendered shall be accepted such offer, or for payment; (ii) obtain the requisite consent under purchase price and the agreements governing Change of Control Payment Date, which shall be no earlier than 15 days and no later than 60 days from the Bank Indebtedness and/or other Secured Indebtedness date such notice is sent; (iii) that any Note not tendered shall continue to permit accrue interest, if any; (iv) that, unless the repurchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes as provided completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in Section 4.14(b)part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness orNotes tendered will be accepted for payment, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment Date"), (iii) that any Note not tendered will continue to accrue interest, (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date, (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased, and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no later than 30 Business Days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest, then prior if any, and Liquidated Damages thereon to the mailing or transmission date of repurchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no later than 30 business days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such “Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Payment”). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 business days and no later than 60 business days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled “Option of Holder to repay Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Xxxxxx is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or (ii) obtain an integral multiple of $1,000 in excess thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in extent that the provisions of any securities laws or regulations conflict with this Section 4.14(b)4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of ControlControl occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such that Holder’s Notes at on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a purchase price payment in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, of the Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such “Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Payment Date”). Within 30 days following any Change of Control, the Issuers Company shall send a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 (and describing the transaction or transactions that constitute the Change of Control) and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has Notes tendered shall be accepted such offer, or for payment; (ii) obtain the requisite consent under purchase price and the agreements governing Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the Bank Indebtedness and/or other Secured Indebtedness date such notice is sent; (iii) that any Note not tendered shall continue to permit accrue interest and Additional Interest, if any; (iv) that, unless the repurchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes as provided completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in Section 4.14(b)part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the Company shall have the right to require the Issuers make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (subject to the right "Change of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of . Within 30 days following a Change of Control, the Issuers Company shall not be obligated mail a notice to purchase any Notes each Holder and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 in 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the event that purchase price and the Issuers have exercised their right to redeem purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such Notes in accordance with Section 3.07 of this Indenture. In notice is mailed (the event that at the time of such "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (4) that, unless the terms Company defaults in the payment of the Bank Indebtedness and/or Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other Secured Indebtedness restrict or prohibit securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission as a result of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any a Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to the date of repurchase (subject to purchase ( the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 Payment"). Within 10 business days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of repurchase purchase (subject to the right "Change of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of . Within 30 days following a Change of Control, the Issuers Company shall not be obligated mail a notice to purchase any Notes each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 in and that all Notes tendered will be accepted for payment; (2) the event that purchase price and the Issuers have exercised their right to redeem purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such Notes in accordance with Section 3.07 of this Indenture. In notice is mailed (the event that at the time of such "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the terms Company defaults in the payment of the Bank Indebtedness and/or Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other Secured Indebtedness restrict or prohibit securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any connection with a Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101101 % of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 Payment"). Within ten days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"). Such notice, which shall govern the terms of the Change of Control offer, shall state: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date; (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated make an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase any Notes pursuant price each equal to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "CHANGE OF CONTROL PAYMENT"). Within 10 days following any Change of Control, the Issuers shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30, nor later than 60 business days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Issuers shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall of Notes will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s 's Notes validly tendered pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (subject the "CHANGE OF CONTROL PAYMENT"). Within 90 days following any Change of Control (or at the Company's option prior to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a such Change of Control), the Issuers Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in that notice, which date shall not be obligated to purchase any Notes no earlier than 30 days and no later than 60 days from the date that notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"), pursuant to the procedures required by this Section 4.14 Indenture and described in the event that the Issuers have exercised their right notice; PROVIDED, that any Change of Control Offer made prior to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time any date of such Change of Control shall be made only in the terms reasonable anticipation of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any such Change of Control; and PROVIDED, FURTHER, that the Issuers Company shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, not be required to purchase any Notes tendered pursuant to such Change of Control Offer if doing so such Change of Control does not occur. The Company will allow comply with the purchase requirements of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to a Change of Control Offer, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in Section 4.14(b)this Indenture by virtue thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Company will make an offer (a “Change of Control the terms Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof (plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any) to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which will be no earlier than 30 and no later than 60 calendar days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled “Option of Holder to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay Elect Purchase” on the Bank Indebtedness and/or other Secured Indebtedness reverse of each lender who has accepted such offerthe Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (ii6) obtain that Holders will be entitled to withdraw their election if the requisite consent Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company will comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions this Section 4.14(b)4.14, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Debentures at a purchase price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest thereon, then prior if any, to the mailing or transmission date of purchase (the "Repurchase Price"). Notwithstanding the foregoing, the Company may, at its option, in lieu of paying Repurchase Price in cash, pay the Repurchase Price by issuing shares of common stock. The number of shares of common stock tendered in payment shall be determined by dividing the Repurchase Price by the value of common stock, which for this purpose shall be equal to 95% of the notice to average of the Holders provided closing sale prices of the common stock for in Section 4.14(b) but in any event within the five consecutive Trading Days ending on and including the third Trading Day preceding the Repurchase Date. Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Debentures validly tendered will allow be accepted for payment; (2) the Repurchase Price and the purchase date, which shall be 45 days from the date such notice is mailed (the "Repurchase Date"); (3) that any Debenture not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of Notesthe Repurchase Price, offer all Debentures accepted for payment pursuant to repay the Change of Control Offer shall cease to accrue interest on and after the Repurchase Date; (5) that Holders electing to have any Debentures purchased pursuant to a Change of Control Offer will be required to surrender the Debentures, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Debentures completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the fifth Business Day preceding the Repurchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Debentures delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Debentures purchased; and (7) that Holders whose Debentures are being purchased only in part will be issued new debentures equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Debentures surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for Debentures in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of the Issuers Notes shall not be obligated have the right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount of the repurchase of Notes pursuant to this Section 4.14plus accrued and unpaid interest if any, then prior thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Bank Indebtedness and/or other Secured Indebtedness orNotes tendered shall be accepted for payment; (3) the purchase price and the purchase date described below (the "Change of Control Payment Date"); (4) that any Note not tendered shall continue to accrue interest, if doing so will allow any; (5) that, unless the purchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (8) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company and each lender who has accepted such offer, or (ii) obtain Subsidiary Guarantor shall comply with the requisite consent requirements of Rule l4e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness extent such laws and regulations are applicable to permit such party in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of such $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, but excluding, the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Within 30 days following any Change of Control, the Issuers Company shall send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow Notes properly tendered and not withdrawn shall be accepted for payment; (2) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is sent; (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled “Option of Holder to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay Elect Purchase” attached to the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offerNotes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (ii6) obtain that Holders shall be entitled to withdraw their election if the requisite consent under Paying Agent receives, not later than the agreements governing close of business on the Bank Indebtedness and/or other Secured Indebtedness second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter or transfer by book-entry setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to permit have the repurchase Notes purchased; and (7) that Holders whose Notes are being purchased only in part shall be issued or transferred by book-entry new Notes equal in principal amount to the unpurchased portion of the Notes as provided for surrendered, which unpurchased portion must be equal to $2,000 in Section 4.14(b)principal amount or an integral multiple of $1,000 thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within 20 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute a Change of Control and stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in extent that the provisions of any securities laws or regulations conflict with this Section 4.14(b)4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder the Company shall have the right to require the Issuers make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder’s 's Notes at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder and the Trustee stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes validly tendered and not withdrawn will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days but no later than 60 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer properly endorsed for transfer, together with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Issuer shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount at maturity thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the repurchase date of Notes pursuant to this Section 4.14purchase (or, then in the case of repurchases of notes prior to the mailing or transmission February 15, 2006, at 101% of the notice Accreted Value thereof, plus Liquidated Damages thereon, if any, to the Holders provided for in Section 4.14(bdate of purchase) but in any event within (the "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Issuer shall mail a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent purchase price and the purchase date, which shall be no earlier than 30 and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Issuer shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of ControlControl occurs, each Holder shall of Notes will have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Indenture (provided, that any unpurchased portion of a Note must be in a minimum denomination of $2,000) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to but excluding the date of repurchase purchase (the “Change of Control Payment Date”), subject to the right rights of the Holders of Notes on a relevant record on the relevant Record Date date to receive interest due on an interest payment date occurring on or prior to the relevant Interest Change of Control Payment Date), in accordance with Date (it being understood that to the extent any cash proceeds of a Change of Control are required to prepay the Obligations under the Credit Agreement pursuant to the terms contemplated thereof, the Company will be required to first apply such cash proceeds to prepay such Obligations under the Credit Agreement but the Company will still be required to make a Change of Control Offer as set forth in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture). In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Within 30 days following any Change of Control, except to the Issuers shall extent the Company has delivered notice to the Trustee of its intention to redeem Notes pursuant to Section 3.07 hereof, the Company will mail a notice to each Holder (isending a copy simultaneously to the Trustee) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow describing the purchase transaction or transactions that constitute the Change of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness Control and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).stating:

Offer to Repurchase Upon Change of Control. (a) Upon In the event of a Change of Control, the Company shall make an offer (a "Change of Control Offer") to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple of such $1,000) of that Holder’s 's Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest interest, if any, to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 Payment"). Within ten days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay Elect Purchase" on the Bank Indebtedness and/or other Secured Indebtedness reverse of each lender who has accepted such offerthe Notes completed, or transfer their interests in Global Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (ii6) obtain that Holders will be entitled to withdraw their election if the requisite consent Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the certificate number of the Note in respect of which such notice of withdrawal is being submitted, the principal amount of Notes delivered for purchase by the Holder as to which such notice of withdrawal is being submitted, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent those laws and regulations are applicable in connection with the repurchase of the Notes as provided for in a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14(b)4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, and regardless of the Issuers applicability of any other provision hereof, each Holder of Notes shall not be obligated have the right to purchase require the Company to repurchase all or any part (of at least $1,000 principal amount or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control Offer") at an offer price in cash (the terms "Change of Control Payment") equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, then prior if any, thereon to the mailing or transmission date of the notice to the Holders provided for in Section 4.14(b) but in any event within purchase. Within 30 days following any a Change of Control, the Issuers Company shall mail to each Holder of Notes at such Holder's registered address a notice stating: (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness orthat an offer (an "Offer") is being made pursuant to this Section 4.15 as a result of a Change of Control, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Notes that will be accepted for payment pursuant to such Offer; (ii) the purchase price, the amount of accrued and unpaid interest and Liquidated Damages, if doing any, as of the purchase date, and the purchase date (which will be no earlier than 30 days or later than 60 days from the date such notice is mailed) (the "Change of Control Payment Date"); (iii) the circumstances and material facts regarding such Change of Control to the extent known to the Company (including, but not limited to, information with respect to pro forma and historical financial information after giving effect to such Change of Control and information regarding the Person or Persons acquiring control); (iv) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; (v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Offer shall cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (vii) that Holders electing to have any Notes purchased pursuant to an Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change 38 45 of Control Payment Date; (viii) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (ix) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so will allow tendered and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Any amounts remaining after the purchase of NotesNotes pursuant to the Change of Control Offer shall be returned by the Paying Agent to the Company. (c) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, offer at the times and otherwise in compliance with the requirements set forth herein applicable to repay in full a Change of Control Offer made by the Company and purchases all Bank Indebtedness and/or other Secured Indebtedness Notes validly tendered and repay the Bank Indebtedness and/or other Secured Indebtedness not withdrawn under such Change of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b)Control Offer. SECTION 4.16.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, unless the Issuer at such time has given notice of redemption with respect to all of the outstanding Notes pursuant to Section 3.07, each Holder shall will have the right to require the Issuers Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holderholder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth herein. In connection with a Change of Control Offer, the Issuer will offer a change of control payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to (but not including) the repurchase date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment”). Within thirty (30) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, unless the Issuers shall Issuer at such time has given notice of redemption with respect to all of the outstanding Notes pursuant to Section 3.07, the Issuer will mail by first-class mail (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow in the purchase case of Global Notes, offer transmit in accordance with the Applicable Procedures) a notice to repay in full each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute such Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes validly tendered (and not validly withdrawn) will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than ten (10) days and no later than sixty (60) days from the date such notice is mailed (or, in the case of Global Notes, transmitted in accordance with the Applicable Procedures) (other than as provided may be required by law) (the “Change of Control Payment Date”); (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuer defaults in Section 4.14(b).the payment of the Change of Control Payment, all of the Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase Accreted Value of Notes pursuant repurchased to this Section 4.14, then the date of purchase (if prior to the mailing May 15, 2005), or transmission 101% of the notice aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Holders provided for in Section 4.14(bdate of purchase (if on or after May 15, 2005) but in any event within 30 (the "Change of Control Payment"). Within 60 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest or accrete, as applicable; (4) that, unless the Company defaults in full the payment of the Change of Control Payment, all Bank Indebtedness and/or other Secured Indebtedness Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue or accrete, as applicable, interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount (or, if doing so will allow prior to May 15, 2005, Accreted Value) to the purchase unpurchased portion of Notesthe Notes surrendered, offer which unpurchased portion must be equal to repay $1,000 in full all Bank Indebtedness and/or other Secured Indebtedness and repay principal amount at maturity or an integral multiple thereof. The Company shall comply with the Bank Indebtedness and/or other Secured Indebtedness requirements of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes will have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule l4e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of the Issuers shall not be obligated Notes will have the right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount of the repurchase of Notes pursuant to this Section 4.14plus accrued and unpaid interest, then prior if any, thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Bank Indebtedness and/or other Secured Indebtedness orNotes tendered shall be accepted for payment; (3) the purchase price and the purchase date described below (the "Change of Control Payment Date"); (4) that any Note not tendered shall continue to accrue interest, if doing so will allow any; (5) that, unless the purchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (8) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company will comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, if the Issuers shall Company does not be obligated to purchase any redeem the Notes pursuant to this Section 4.14 in 3.7(c), each Holder of the event that Notes shall, unless the Issuers Company shall have exercised their elected to redeem the Notes prior to June 15, 2002 pursuant to Section 3.7(c), have the right to redeem such Notes in accordance with Section 3.07 of this Indenture. In require the event that at the time Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount of the repurchase of Notes pursuant to this Section 4.14plus accrued and unpaid interest if any, then prior thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Bank Indebtedness and/or other Secured Indebtedness orNotes tendered shall be accepted for payment; (3) the purchase price and the purchase date described below (the "Change of Control Payment Date"); (4) that any Note not tendered shall continue to accrue interest, if doing so will allow any; (5) that, unless the purchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (8) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company and each lender who has accepted such offer, or (ii) obtain Subsidiary Guarantor shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness extent such laws and regulations are applicable to permit such party in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated make an offer (a "CHANGE OF CONTROL Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Debentures at a purchase any Notes pursuant price in cash equal to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest thereon, then prior if any, to the mailing or transmission date of purchase (the "REPURCHASE PRICE"). Notwithstanding the foregoing, the Company may, at its option, in lieu of paying Repurchase Price in cash, pay the Repurchase Price by issuing shares of common stock. The number of shares of common stock tendered in payment shall be determined by dividing the Repurchase Price by the value of common stock, which for this purpose shall be equal to 95% of the notice to average of the Holders provided closing sale prices of the common stock for in Section 4.14(b) but in any event within the five consecutive Trading Days ending on and including the third Trading Day preceding the Repurchase Date. Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Debentures validly tendered will allow be accepted for payment; (2) the Repurchase Price and the purchase date, which shall be 45 days from the date such notice is mailed (the "REPURCHASE DATE"); (3) that any Debenture not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of Notesthe Repurchase Price, offer all Debentures accepted for payment pursuant to repay the Change of Control Offer shall cease to accrue interest on and after the Repurchase Date; (5) that Holders electing to have any Debentures purchased pursuant to a Change of Control Offer will be required to surrender the Debentures, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Debentures completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the fifth Business Day preceding the Repurchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Debentures delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Debentures purchased; and (7) that Holders whose Debentures are being purchased only in part will be issued new debentures equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Debentures surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for Debentures in Section 4.14(b)connection with a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within 60 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) xxxx Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in Section 4.14(b)this Indenture by virtue thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest, then prior if any, thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to the Trustee and each Holder stating: (i1) repay that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Notes tendered shall be accepted for payment; (2) the purchase price and the purchase date described below (the "Change of Control Payment Date"); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Company defaults in full the payment of the Change of Control Payment, all Bank Indebtedness and/or other Secured Indebtedness orNotes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if doing so will allow any, after the purchase Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled "Option of Holder to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay Elect Purchase" on the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase reverse of the Notes as provided completed, to the Paying Agent at the address specified in the notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for in Section 4.14(b).purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase Accreted Value of Notes pursuant repurchased to this Section 4.14, then the date of purchase (if prior to the mailing April 1, 2008), or transmission 101% of the notice aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Holders provided for in Section 4.14(bdate of purchase (if on or after April 1, 2008) but in any event within 30 (the "Change of Control Payment"). Within 60 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest or accrete, as applicable; (4) that, unless the Company defaults in full the payment of the Change of Control Payment, all Bank Indebtedness and/or other Secured Indebtedness Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue or accrete, as applicable, interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount (or, if doing so will allow prior to April 1, 2008, Accreted Value) to the purchase unpurchased portion of Notesthe Notes surrendered, offer which unpurchased portion must be equal to repay $1,000 in full all Bank Indebtedness and/or other Secured Indebtedness and repay principal amount at maturity or an integral multiple thereof. The Company shall comply with the Bank Indebtedness and/or other Secured Indebtedness requirements of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control and it shall not be deemed to be in breach of obligations by the Notes as provided for in Company under this Section 4.14(b)4.15 to the extent such Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder conflict with this Section 4.15.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of the Issuers shall Notes will have the right to require the Company to repurchase all (but not be obligated to purchase any less than all) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within ten days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice, which date shall be no earlier than the earliest date permitted under Rule 14e-1 and no later than 60 days from the date such notice is mailed (i) repay the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in full all Bank Indebtedness and/or such notice. The Company shall comply with the requirements of Rule 14e-1 and any other Secured Indebtedness or, if doing so will allow securities laws and regulations thereunder to the purchase of Notes, offer to repay extent such laws and regulations are applicable in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit connection with the repurchase of the Notes as provided a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.16, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue thereof. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all the Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in Section 4.14(b)respect of all the Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of the Notes so tendered the Change of Control Payment for such Notes.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder shall have the right to require the Issuers of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase (the “Change of Control Payment”) equal to 101% of the principal amount thereof), plus accrued and unpaid interest to the date of repurchase (subject to the right rights of the Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(bWithin ninety (90) but in any event within 30 days following any Change of Control, unless the Issuers Company has mailed by first-class mail or delivered by electronic transmission a redemption notice with respect to all of the outstanding Notes in accordance with Section 3.03, the Company shall mail or deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.16 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent under purchase price and the agreements governing purchase date, which shall be no earlier than 30 days and no later than 60 days from the Bank Indebtedness and/or other Secured Indebtedness date such notice is mailed or delivered (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to permit accrue interest; (iv) that, unless the repurchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes as provided completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in Section 4.14(b)part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Following the completion of any Senior Secured Notes Change of ControlControl Offer, the Issuer shall be required to offer each Holder shall have the right to require the Issuers of Debentures to repurchase all or any part (in minimum denominations of the lesser of a Holder's entire position and $1,000 and any integral multiple of $1.00 in excess thereof) of that Holder's Debentures on the terms set forth in this Indenture (the "Change of Control Offer"). For purposes of this Section 8.9, the "completion of any Senior Secured Notes Change of Control Offer" shall be deemed to have occurred on the earlier of (a) the date upon which all Senior Secured Notes properly tendered pursuant to a Senior Secured Notes Change of Control Offer have been accepted by the Issuer (or a third party as permitted under the Senior Secured Note Indenture) for payment and the Issuer (or such third party) has deposited with the paying agent the necessary cash amount to effect payment in full for all such Senior Secured Notes or (b) if no Senior Secured Notes remain outstanding upon the occurrence of a Change of Control, the date of such Holder’s Notes at Change of Control. In the Change of Control Offer, the Issuer shall offer a purchase price in cash Change of Control payment (the “"Change of Control Payment”") equal to 101% of the aggregate principal amount thereofof Debentures repurchased, plus accrued and unpaid interest interest, if any, to the date of repurchase on the Debentures repurchased (subject to the right rights of the Holders of record Debentures on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), payable in accordance cash or, at the Issuer's election, in whole or in part, in Common Shares having an aggregate value, based on the Current Market Price as of the date on which the notice of the Change of Control Offer is given, equal to the Change of Control Payment. Within 30 days following the completion of any Senior Secured Notes Change of Control Offer, the Issuer shall send a notice to each Holder of Debentures, with a copy to the Debenture Trustees, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures on the date specified in the notice (the "Change of Control Payment Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by this Indenture and described in such notice. In the event that the Issuer elects to pay all or any portion of the Change of Control Payment in Common Shares, such notice shall state that such election is being made and shall set forth the applicable Current Market Price, as determined as of the date on which the notice of the Change of Control Offer is given, that shall be used for Common Shares to be issued pursuant to such election. The Issuer shall comply with the terms contemplated requirements of any securities laws and regulations thereunder to the extent those laws and regulations are applicable in this Section 4.14; provided, however, that notwithstanding connection with the occurrence repurchase of the Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers Issuer shall comply with the applicable securities laws and regulations and shall not be obligated deemed to purchase any Notes pursuant to this Section 4.14 in have breached its obligations under the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control provisions of this Indenture by virtue of such compliance. On the terms Change of Control Payment Date, the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14Issuer shall, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).extent lawful:

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 100% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the repurchase date of Notes pursuant to this Section 4.14, then prior to purchase (the mailing or transmission "Change of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 Control Payment"). Within 10 business days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 6.08 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be 30 business days after the occurrence of a Change of Control (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) the name and address of each Paying Agent and Conversion Agent, (5) the Conversion Price and any adjustments thereto, (6) that Notes as to which a Change of Control Payment Notice has been given may be converted into Common Stock pursuant to Article 4 of this Indenture only to the extent that the Change of Control Payment Notice has been withdrawn in accordance with the terms of this Indenture, (7) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (8) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (9) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission, letter or any other Secured Indebtedness written form setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Xxxxxx is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (10) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 13e-4 and Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. A "Change of Control" shall be deemed to have occurred if any of the Notes as provided for in Section 4.14(b).following occurs after the date hereof:

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within ten days following a Change of Control, the Company shall not be obligated mail a notice to purchase any Notes the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.14 in and that all Notes tendered will be accepted for payment; (2) the event that purchase price and the Issuers have exercised their right to redeem purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such Notes in accordance with Section 3.07 of this Indenture. In notice is mailed (the event that at the time of such "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the terms Company defaults in the payment of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase Change of Control Payment, all Notes accepted for payment pursuant to this Section 4.14the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, then with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the mailing or transmission expiration of the notice Change of Control Offer; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the expiration of the Change of Control Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the Holders provided for unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in Section 4.14(b) but in any event within 30 days following any Change principal amount or an integral multiple thereof. The Company shall comply with the requirements of Control, the Issuers shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control and, to the extent inconsistent with the provisions of this Indenture, such laws and regulations shall govern.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Notes shall have the Issuers shall not be obligated right to purchase require the Company to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, then prior if any, thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 calendar days following any Change of Control, the Issuers shall Company will mail a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) the purchase price and the purchase date, which will be no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder's election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes in connection with a Change of Control. On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of the Notes or portions thereof required to be purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so accepted the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this Section 4.14, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consent consents, if any, under the all agreements governing the Bank Indebtedness and/or other Secured Indebtedness outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company shall publicly announce the Notes results of the Change of Control Offer on or as provided for in Section 4.14(b)soon as practicable after the Change of Control Payment Date.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within 90 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 Business Days and no later than 60 Business Days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in extent that the provisions of any securities laws or regulations conflict with Section 4.14(b)4.13 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.13 of this Indenture by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of Control, Control occurs each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 or an integral multiple of such $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer to Purchase”). Not later than 30 days following a Change of Control, the Issuers shall make a Change of Control Offer to Purchase all outstanding Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase (the “Change of Control Payment”) equal to 101% of the principal amount thereof), plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any the Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict (i) on or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission end of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days 30-day period following any such Change of Control, the Issuers shall (i) repay have given written notice to exercise their right to redeem all the Notes under the terms described under the optional redemption provisions of Article III hereof unless and until there is a default in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow payment of the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, applicable redemption price or (ii) obtain a third party makes the requisite consent Change of Control Offer to Purchase in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer to Purchase made by the Issuers and purchases all Notes properly tendered and not withdrawn under the agreements governing offer. The Issuers shall comply with the Bank Indebtedness and/or requirements of Rule 14e-1 under the Exchange Act and any other Secured Indebtedness securities laws and regulations thereunder to permit the repurchase extent such laws and regulations are applicable in connection with the purchase of the Notes as provided for in pursuant to a Change of Control Offer to Purchase under this Section 4.14(b)4.14. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue of such compliance.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of the Issuers Notes shall not be obligated have the right to purchase require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount of the repurchase of Notes pursuant to this Section 4.14plus accrued and unpaid interest if any, then prior thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Bank Indebtedness and/or other Secured Indebtedness orNotes tendered shall be accepted for payment; (3) the purchase price and the purchase date described below (the "Change of Control Payment Date"); (4) that any Note not tendered shall continue to accrue interest, if doing so will allow any; (5) that, unless the purchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (8) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company and each lender who has accepted such offer, or (ii) obtain Subsidiary Guarantor shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness extent such laws and regulations are applicable to permit such party in connection with the repurchase of the Notes as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of Debentures will have the Issuers shall not be obligated right to purchase require Holding to repurchase all or any Notes part (equal to $1,000 or an integral multiple thereof) of such Holder's Debentures pursuant to the offer described in this Section 4.14 in 4.15 (the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit Accreted Value thereof on the date of repurchase of Notes pursuant to this Section 4.14, then (if such repurchase is prior to the mailing July 1, 2003) or transmission 101% of the notice aggregate principal amount thereof (if such date of repurchase is on or after July 1, 2003) plus, in each case, accrued and unpaid interest and Liquidated Damages thereon, if any, to the Holders provided for in Section 4.14(b) but in any event within 30 date of repurchase (the "Change of Control Payment"). Within 60 days following any Change of Control, Holding will mail a notice to each Holder describing the Issuers transaction or transactions that constitute the Change of Control and offering to repurchase Debentures on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (i) repay the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so such notice. Holding will allow comply with the purchase requirements of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes Debentures as provided for a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control Offer, Holding will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in Section 4.14(b)this Indenture by virtue thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such make an offer (a "Change of Control the terms Offer") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, then prior if any, to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers Company shall mail a notice to each Holder describing the transaction or transactions that constitute a Change of Control and stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be no later than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, offer with the form entitled "Option of Holder to repay Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the Notes as provided for in extent that the provisions of any securities laws or regulations conflict with this Section 4.14(b)4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such conflict.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence ------------------------------------------ of a Change of Control, each Holder the holder of this Note shall have the right to require the Issuers Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes this Note pursuant to the offer described below (the "Change of Control Offer") at a purchase an offer price in cash (the “"Change of Control Payment”") equal to 101% of the aggregate outstanding principal amount thereof, hereof plus accrued and unpaid interest interest, if any, hereon, to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenturerepurchase. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 Within 20 days following any Change of Control, the Issuers Company shall mail a notice to each holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this paragraph 5 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has be accepted such offer, or for payment; (ii) obtain the requisite consent under purchase price and the agreements governing purchase date, which shall be no earlier than 30 days and no later than 60 days from the Bank Indebtedness and/or other Secured Indebtedness date such notice is mailed (the "Change of Control Payment Date"); (iii) that any Note not tendered will continue to permit accrue interest; (iv) that, unless the repurchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (v) that holders electing to have any of the Notes as provided purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with a completed form entitled "Option of Holder to Elect Purchase" mailed by the Company with the notice of Change of Control Offer, to the Company at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date; (vi) that the holders will be entitled to withdraw their election if the Company receives, not later than the close of business on the second business day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing his election to have the Notes purchased; and (vii) that holders whose Notes are being purchased only in Section 4.14(b)part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount at maturity or an integral multiple thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers Issuer to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that Exhibit 4.79 notwithstanding the occurrence of a Change of Control, the Issuers Issuer shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have Issuer has exercised their its right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 days following any Change of Control, the Issuers Issuer shall (i) repay in full all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b).

Offer to Repurchase Upon Change of Control. (a) Upon If a Change of ControlControl occurs, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of such that Holder’s Notes at on the terms set forth in this Indenture. In the Change of Control Offer, the Company shall offer a purchase price payment in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, of the Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of repurchase purchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such “Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within Payment Date”). Within 30 days following any Change of Control, the Issuers Company shall send (or provide in accordance with the applicable procedures of DTC) a notice to each Holder stating: (i) repay in full that the Change of Control Offer is being made pursuant to this Section 4.14 (and describing the transaction or transactions that constitute the Change of Control) and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who has Notes tendered shall be accepted such offer, or for payment; (ii) obtain the requisite consent under purchase price and the agreements governing Change of Control Payment Date, which shall be no earlier than ten days and no later than 60 days from the Bank Indebtedness and/or other Secured Indebtedness date such notice is sent; (iii) that any Note not tendered shall continue to permit accrue interest, if any; (iv) that, unless the repurchase Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes as provided completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in Section 4.14(b)part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of the Issuers Securities shall, unless the Company shall not be obligated have elected to purchase any Notes redeem the Securities prior to August 1, 2003 pursuant to this Section 4.14 in 3.7(c), have the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In require the event that at the time Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Change of Control Holder's Securities pursuant to the terms offer described below (the "CHANGE OF CONTROL OFFER") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount of the repurchase of Notes pursuant to this Section 4.14Securities plus accrued and unpaid interest if any, then prior thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 4.13 and that all Bank Indebtedness and/or other Secured Indebtedness orSecurities tendered shall be accepted for payment; (3) the purchase price and the purchase date described below (the "CHANGE OF CONTROL PAYMENT DATE"); (4) that any Security not tendered shall continue to accrue interest, if doing so will allow any; (5) that, unless the purchase Company defaults in the payment of Notesthe Change of Control Payment, offer all Securities accepted for payment pursuant to repay the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer shall be required to surrender the Securities, with the form entitled "OPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Securities completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Securities purchased; and (8) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company and each lender who has accepted such offer, or (ii) obtain Subsidiary Guarantor shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness extent such laws and regulations are applicable to permit such party in connection with the repurchase of the Notes Securities as provided for in Section 4.14(b)a result of a Change of Control.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, each Holder of the Issuers Securities shall not be obligated have the right to purchase require the Company to repurchase all or any Notes part (equal to $1,000 or an integral multiple thereof) of such Holder's Securities pursuant to this Section 4.14 in the event that offer described below (the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such "Change of Control the terms Offer") at an offer price in cash equal to 101% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount of the repurchase of Notes pursuant to this Section 4.14Securities plus accrued and unpaid interest if any, then prior thereon to the mailing or transmission date of purchase (the notice to the Holders provided for in Section 4.14(b) but in any event within "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Bank Indebtedness and/or other Secured Indebtedness orSecurities tendered shall be accepted for payment; (3) the purchase price and the purchase date described below; (4) that any Security not tendered shall continue to accrue interest, if doing so will allow any; (5) that, unless the purchase Company defaults in the payment of Notesthe Change of Control Payment, offer all Securities accepted for payment pursuant to repay the Change of Control Offer shall cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer shall be required to surrender the Securities, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Securities completed, to the Paying Agent at the address specified in full all Bank Indebtedness and/or other Secured Indebtedness the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and repay a statement that such Holder is withdrawing his election to have the Bank Indebtedness and/or other Secured Indebtedness Securities purchased; and (8) that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of each lender who has accepted such offerthe Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or (ii) obtain an integral multiple thereof. The Company shall comply with the requisite consent requirements of Rule 14e-1 under the agreements governing Exchange Act and any other securities laws and regulations thereunder to the Bank Indebtedness and/or other Secured Indebtedness extent such laws and regulations are applicable to permit such party in connection with the repurchase of the Notes Securities as provided for in Section 4.14(b)a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described hereunder by virtue thereof.

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of ControlControl (the date of such occurrence, the "Change of Control Date"), each Holder shall have the right to require the Issuers to repurchase purchase of all or any part a portion of such Holder’s Holder Notes pur- suant to an offer to purchase (the "Change of Control Offer") at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenturepurchase. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior Prior to the mailing or transmission of the notice no- xxxx to the Holders and the Trustee provided for in Section 4.14(bparagraphs (b) and (c) below but in any event within 30 days following any Change of Control, the Issuers shall Company hereby covenants to (i) repay in full and terminate all Bank commitments under Indebtedness and/or under the Senior Credit Facilities and all other Secured Indebtedness or, if doing so will allow Senior Debt the purchase terms of Notes, which require repayment upon a Change of Control (or that prohibits a Change of Control Offer) or to offer to repay in full and ter- minate all Bank commitments under all Indebtedness and/or under the Senior Credit Fa- cilities and all other Secured Indebtedness such Senior Debt and to repay the Bank Indebtedness and/or other Secured Indebtedness of each lender who which has accepted such offer, offer or (ii) obtain the requisite consent con- sents under the agreements governing the Bank Indebtedness and/or Senior Credit Facilities and all other Secured Indebtedness such Senior Debt to permit the repurchase of the Notes as provided for in paragraph (d) below. The Company shall first comply with the covenant in the immediately preced- ing sentence before it shall be required to repurchase the Notes pursuant to this Section 4.14(b).5.08. The Company's failure to comply with the covenants described in the second preceding sentence (and any failure to send the no- xxxx described in this Section 5.08 as a result of the prohibition in the preceding sentence) may (with notice and lapse of time) constitute an Event of Default described in clause (c) of Section 7.01 but shall not constitute an Event of Default described in clause (b) of Section 7.01. (b) The notice to the Holders and the Trustee shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Change of Control Offer. The notice will govern the terms of the Change of Control Offer. (c) Within 30 days following the Change of Control Date the Company shall send, by first class mail, a notice to the Holders and the Trustee stating: (1) that the Change of Control Offer is being made pursuant to this Section 5.08 and that all Notes validly tendered will be ac- cepted for payment; (2) the purchase price and the purchase date, which shall be a Business Day that is no earlier than 30 days nor later than 45 days from the date such notice is mailed (the "Offer Payment Date") other than as may be required by law; (3) that any Note not tendered will continue to accrue inter- est; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Pay- ment Date unless the Company shall default in the payment of the pur- chase price of the Notes and the only remaining right of the Holder is to receive payment of the purchase price upon surrender of the ap- plicable Note to the Paying Agent; (5) that Holders electing to have a portion of a Note pur- chased pursuant to a Change of Control Offer may only elect to have such Note purchased in integral multiples of $1,000; (6) that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option to Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry trans- fer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Offer Payment Date; (7) that a Holder will be entitled to withdraw its election if the Company or the Trustee receives, not later than the third Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for pur- chase, and a statement that such Holder is withdrawing its election to have such Note purchased; (8) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpur- chased portion of the Notes surrendered; and (9) that Holders whose Notes were purchased only in part shall be issued a new Note or Notes in principal amount equal to the unpurchased portion of the Notes surrendered (or transferred by book- entry transfer) in the name of the Holder upon cancellation of the original Note. (d) On or before the Offer Payment Date, the Company shall, to the extent lawful, accept for payment, all Notes or portions thereof validly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officer's Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 5.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in all case not later than five days after the Offer Payment Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or deliv- ered by the Company to the Holder thereof. The Company shall publicly an- nounce the results of the Change of Control Offer on the Offer Payment Date. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in con- nection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the appli- cable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. (f) The Company is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with the terms of this Section, and (ii) purchases all Notes validly ten- dered and not withdrawn under the Change of Control Offer. Section 5.09

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Company shall not be obligated make an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase any Notes pursuant price equal to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms 100% of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to, but excluding, the repurchase date of Notes pursuant to this Section 4.14, then prior to purchase (the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within 30 "CHANGE OF CONTROL PAYMENT"). Within 10 business days following any Change of Control, the Issuers Company shall mail a notice to each Holder stating: (i1) repay in full that the Change of Control Offer is being made pursuant to this Section 6.09 and that all Bank Indebtedness and/or other Secured Indebtedness or, if doing so Notes tendered will allow be accepted for payment; (2) the purchase price and the purchase date, which shall be 30 business days after the occurrence of Notes, offer a Change of Control (the "CHANGE OF CONTROL PAYMENT DATE"); (3) that any Note not tendered will continue to repay in full all Bank Indebtedness and/or other Secured Indebtedness accrue interest; (4) the name and repay the Bank Indebtedness and/or other Secured Indebtedness address of each lender who has accepted such offerPaying Agent and Conversion Agent, or (ii5) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or other Secured Indebtedness to permit the repurchase of the Conversion Price and any adjustments thereto, (6) that Notes as provided for to which a Change in Section 4.14(b).Control Payment Notice has been given may be converted into Common Stock pursuant to Article 4 of this Indenture only to the extent that the Change in Control Payment Notice has been withdrawn in accordance with the terms of this Indenture, (7) that, unless the Company defaults in the payment of the

Offer to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company will offer to purchase each Holder shall have the right to require the Issuers to repurchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the Accreted Value thereof on the date of purchase plus accrued and unpaid interest (including Additional Interest), if any, thereon, to the date of purchase (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.14; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.14 in the event that the Issuers have exercised their right to redeem such Notes in accordance with Section 3.07 of this Indenture. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.14, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b) but in any event within interest payment date): Within 30 days following any Change of Control, the Issuers shall Company will mail a notice to each Holder, with a copy to the Trustee, stating: (i) repay that a Change of Control has occurred and that the Company is making an offer, and such holder has the right to require the Company, to purchase such holder’s notes at a purchase price in full all Bank Indebtedness and/or other Secured Indebtedness orcash equal to 101% of the Accreted Value thereof on the date of purchase, plus accrued and unpaid interest, if doing so will allow any, to the date of purchase (subject to the right of Notes, offer holders of record on the relevant record date to repay in full all Bank Indebtedness and/or other Secured Indebtedness and repay receive interest on the Bank Indebtedness and/or other Secured Indebtedness of each lender who has accepted such offer, or relevant interest payment date); (ii) obtain the requisite consent description of the transaction or transactions that constitute the Change of Control, and the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control, if available); (iii) that the Change of Control Offer is being made pursuant to this Section 4.16, and that all Notes validly tendered and not withdrawn will be accepted for payment; (iv) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (v) that any Note not tendered will continue to accrue interest and Additional Interest, if any; (vi) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date; (vii) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes properly endorsed, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes properly completed, together with other customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (viii) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (ix) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof subject to Section 2.01. If any of the Notes subject to a Change of Control Offer are in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to repurchases. In addition, the Company shall comply, to the extent applicable, with the requirements of Rule 14(e) under the agreements governing Exchange Act and any other securities laws and regulations to the Bank Indebtedness and/or other Secured Indebtedness to permit extent such laws and regulations are applicable in connection with the repurchase of the Notes as provided for in a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14(b)4.16 by virtue of its compliance with such securities laws or regulations.

Offer to Repurchase Upon Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuers Issuer to repurchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to and Additional Interest, if any, to, but excluding, the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)repurchase, in accordance with the terms contemplated in this Section 4.144.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers Issuer shall not be obligated to purchase any Notes pursuant to this Section 4.14 4.08 in the event that the Issuers have Issuer has exercised their its right to redeem such Notes in accordance with Section 3.07 of this Indenture; and provided further, that if the Issuer designates a repurchase date following a Change of Control that is after a Record Date and on or prior to the corresponding Interest Payment Date, the Issuer shall pay the full amount of accrued and unpaid interest payable on such Interest Payment Date on the Notes being repurchased to the Holder of record at the close of business on the corresponding Record Date. In the event that at the time of such Change of Control the terms of the Bank Indebtedness and/or other Secured Senior Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.144.08, then prior to the mailing or transmission of the notice to the Holders provided for in Section 4.14(b4.08(b) but in any event within 30 days following any Change of Control, the Issuers Issuer shall (i) repay in full all Bank Indebtedness and/or such other Secured Senior Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and/or such other Secured Indebtedness Senior Indebtedness, as the case may be, and repay the Bank Indebtedness and/or such other Secured Senior Indebtedness of each lender or holder, as the case may be, who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness and/or such other Secured Senior Indebtedness to permit the repurchase of the Notes as provided for in Section 4.14(b4.08(b).