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

Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) occurs, each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, or in part (equal to a minimum principal amount of $1,000 or integral multiple of $1,000 in excess of $1,000) of that Holders’ Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment (“Change of Control Payment”) in cash equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. Not later than 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, a Change of Control Triggering Event, the Company will send a notice (which notice may be conditional) to each Holder (with a copy to the Trustee) regarding the Change of Control Offer. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. Any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date

Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Paragraph 3 hereof, the Company shall make an offer (if, at the “Change of Control Time the Notes have Investment Grade StatusOffer”) occurs, to each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, all or in any part (equal to a minimum principal amount of $1,000 2,000 or any integral multiple of $1,000 in excess of $1,000thereof) of that Holders’ such Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indentureherein. In the such Change of Control Offer, the Company will shall offer a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest and Additional Interestinterest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of such Notes on the relevant Regular Record Date to receive interest due on the relevant Regular Interest Payment Date. Not later than Within 30 days following the date upon which the applicable Change of Control Triggering Event occurred (i) or at the Company’s option, prior to any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of but after the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a pending Change of Control, a Change of Control Triggering Event), the Company will shall send a notice (which notice may be conditional) to each Holder (holder of Notes, with a copy to the Trustee) regarding , which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”). The Holder notice, if sent prior to the date of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing consummation of the form entitled “Option Change of Holder to Elect Purchase” appearing below and tendering this Note pursuant to Control, shall state that the Change of Control Offer. Any Note (Offer is conditioned on the Change of Control being consummated on or portion thereof) accepted for payment (and for which payment has been duly provided on prior to the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after . On the Change of Control Payment Date, the Company shall, to the extent lawful:

Repurchase at the Option of the Holder. (a) If (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes pursuant to Paragraph 3 hereof, the Company shall make an offer (if, at the “Change of Control Time the Notes have Investment Grade StatusOffer”) occurs, to each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes, in whole, all or in any part (equal to a minimum principal amount of $1,000 2,000 or any integral multiple of $1,000 in excess of $1,000thereof) of that Holders’ such Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indentureherein. In the such Change of Control Offer, the Company will shall offer a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest and Additional Interestinterest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders of such Notes on the relevant Regular Record Date to receive interest due on the relevant Regular Interest Payment Date. Not later than Within 30 days following the date upon which the applicable Change of Control Triggering Event occurred (i) or at the Company’s option, prior to any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of but after the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a pending Change of Control), a Change of Control Triggering Event, to the Company will shall send a notice (which notice may be conditional) to each Holder (holder of Notes, with a copy to the Trustee) regarding , which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”). The Holder notice, if sent prior to the date of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing consummation of the form entitled “Option Change of Holder to Elect Purchase” appearing below and tendering this Note pursuant to Control, shall state that the Change of Control Offer. Any Note (Offer is conditioned on the Change of Control being consummated on or portion thereof) accepted for payment (and for which payment has been duly provided on prior to the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after . On the Change of Control Payment Date, the Company shall, to the extent lawful: