Common use of Repurchase upon Change of Control Triggering Event Clause in Contracts

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined below) occurs after the Distribution Date (as defined in the Indenture), unless the Company has exercised its right to redeem the Notes as described above, the Company will be required to make an offer to repurchase all or, at the Holder’s option, any part (equal to $2,000 or any multiple of $1,000 in excess thereof), of each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but not including, the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined below) occurs after the Distribution Date (as defined in the Indenture)occurs, unless the Company has exercised its right to redeem the 2040 Notes as described above, the Company will be required to make an offer to each holder to repurchase all or, at the Holderholder’s option, any part (equal to $2,000 or any multiple of $1,000 in excess thereof), of each Holderholder’s 2040 Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the 2040 Notes. In the Change of Control Offer, the Company will be required to offer payment to repurchase each holder’s 2040 Notes in cash at a price equal to 101% of the aggregate principal amount of 2040 Notes repurchased repurchased, plus any accrued and unpaid interest, if any, interest on the 2040 Notes repurchased, repurchased to, but not including, the date of purchase repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a pending Change of Control, the Company will be required to send to each holder of 2040 Notes a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such 2040 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:: • accept for payment all 2040 Notes or portions of 2040 Notes properly tendered pursuant to the Change of Control Offer; • deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2040 Notes or portions of 2040 Notes properly tendered; and • deliver or cause to be delivered to the Trustee the 2040 Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of 2040 Notes or portions of 2040 Notes being purchased by the Company. The paying agent will be required to promptly mail, to each holder who properly tendered 2040 Notes, the Change of Control Payment for such 2040 Notes, and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such holder a new 2040 Note equal in principal amount to any unpurchased portion of the 2040 Notes surrendered, if any; provided that each new 2040 Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase the 2040 Notes in the manner, at the times and otherwise in compliance with the requirements for an offer to purchase made by the Company and such third party purchases all 2040 Notes properly tendered and not withdrawn under its offer. In the event that such third party terminates or defaults its offer, the Company will be required to make a Change of Control Offer treating the date of such termination or default as though it were the date of the Change of Control Triggering Event. In addition, the Company will not repurchase any 2040 Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the Company is required to offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event, the Company may not have sufficient funds to repurchase the 2040 Notes in cash at such time. In addition, the Company’s ability to repurchase the 2040 Notes for cash may be limited by law or the terms of other agreements relating to the Company’s indebtedness outstanding at the time. The failure to make such repurchase would result in a default under the 2040 Notes. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2040 Notes as a result of a Change of Control Triggering Event. To the extent that the provision of any such securities laws or regulations conflicts with the Change of Control Offer provisions of the 2040 Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the 2040 Notes by virtue of any such conflict. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Company’s properties or assets and those of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2040 Notes to require the Company to repurchase its 2040 Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of its assets and those of its subsidiaries, taken as a whole, to another person or group may be uncertain. In such case, holders of the 2040 Notes may not be able to resolve this uncertainty without resorting to legal action. The provisions in the Indenture and the 2040 Notes relating to change of control transactions will not necessarily afford a holder protection in the event of a highly leveraged transaction that may adversely affect such holder, including a reorganization, restructuring, merger or other similar transaction involving the Company. These transactions may not involve a change in voting power or beneficial ownership or, even if they do, may not involve a change of the magnitude or on the terms required under the definition of Change of Control Triggering Event.

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined below) occurs after the Distribution Date (as defined in the Indenture)occurs, unless the Company has exercised its right to redeem the Notes as described abovein whole, the Company it will be required to make an offer to repurchase all orall, at the Holder’s option, or any part (equal to $2,000 or any an integral multiple of $1,000 in excess thereof), of each Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to offer payment for a price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, accrued to, but not including, the date of purchase Repurchase Date (the “Change of Control Payment”), subject to the rights of the Holders of the Notes on a Regular or Special Record Date to receive interest due to the related Interest Payment Date. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice will be mailed to Holders of Notes, with a copy to the Notes Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed to Holders (a the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on upon the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

Repurchase upon Change of Control Triggering Event. If a Change of Control Triggering Event (as defined below) occurs after the Distribution Date (as defined in the Indenture)occurs, unless the Company has exercised its right to redeem the 2020 Notes as described above, the Company will be required to make an offer to each holder to repurchase all or, at the Holderholder’s option, any part (equal to $2,000 or any multiple of $1,000 in excess thereof), of each Holderholder’s 2020 Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the 2020 Notes. In the Change of Control Offer, the Company will be required to offer payment to repurchase each holder’s 2020 Notes in cash at a price equal to 101% of the aggregate principal amount of 2020 Notes repurchased repurchased, plus any accrued and unpaid interest, if any, interest on the 2020 Notes repurchased, repurchased to, but not including, the date of purchase repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the a pending Change of Control, the Company will be required to send to each holder of 2020 Notes a notice will be mailed to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such 2020 Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:: • accept for payment all 2020 Notes or portions of 2020 Notes properly tendered pursuant to the Change of Control Offer; • deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2020 Notes or portions of 2020 Notes properly tendered; and • deliver or cause to be delivered to the Trustee the 2020 Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of 2020 Notes or portions of 2020 Notes being purchased by the Company. The paying agent will be required to promptly mail, to each holder who properly tendered 2020 Notes, the Change of Control Payment for such 2020 Notes, and the Trustee will be required to promptly authenticate and mail (or cause to be transferred by book entry) to each such holder a new 2020 Note equal in principal amount to any unpurchased portion of the 2020 Notes surrendered, if any; provided that each new 2020 Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase the 2020 Notes in the manner, at the times and otherwise in compliance with the requirements for an offer to purchase made by the Company and such third party purchases all 2020 Notes properly tendered and not withdrawn under its offer. In the event that such third party terminates or defaults its offer, the Company will be required to make a Change of Control Offer treating the date of such termination or default as though it were the date of the Change of Control Triggering Event. In addition, the Company will not repurchase any 2020 Notes if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. To the extent that the Company is required to offer to repurchase the 2020 Notes upon the occurrence of a Change of Control Triggering Event, the Company may not have sufficient funds to repurchase the 2020 Notes in cash at such time. In addition, the Company’s ability to repurchase the 2020 Notes for cash may be limited by law or the terms of other agreements relating to its indebtedness outstanding at the time. The failure to make such repurchase would result in a default under the 2020 Notes. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2020 Notes as a result of a Change of Control Triggering Event. To the extent that the provision of any such securities laws or regulations conflicts with the Change of Control Offer provisions of the 2020 Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Offer provisions of the 2020 Notes by virtue of any such conflict. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our properties or assets and those of its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2020 Notes to require the Company to repurchase its 2020 Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of its assets and those of its subsidiaries, taken as a whole, to another person or group may be uncertain. In such case, holders of the 2020 Notes may not be able to resolve this uncertainty without resorting to legal action. The provisions in the Indenture and the 2020 Notes relating to change of control transactions will not necessarily afford the holder protection in the event of a highly leveraged transaction that may adversely affect such holder, including a reorganization, restructuring, merger or other similar transaction involving the Company. These transactions may not involve a change in voting power or beneficial ownership or, even if they do, may not involve a change of the magnitude or on the terms required under the definition of Change of Control Triggering Event.