principal amount of a note outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. In the Change of Control Offer, we will offer payment in
cash equal to 101% of the aggregate principal amount of notes to be repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase (the Change of Control Payment). Within 30 days following any
Change of Control Triggering Event, we will mail a notice to you describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase 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 (the Change of Control Payment Date), pursuant to the procedures and described in such notice. We will comply with the requirements of Rule
14e-1 under 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 notes as a result of a Change of Control Triggering Event. To the
extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations
under the Change of Control provisions of the Indenture by virtue of such conflicts.
On the Change of Control Payment Date,
we will, to the extent lawful:
accept for payment all notes or portions of 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 notes or portions of notes properly tendered; and
deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers certificate stating the aggregate principal
amount of notes or portions of notes being purchased by us and the amount to be paid by the paying agent.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
Below Investment Grade Rating Event means the notes are rated below an Investment Grade Rating by each of the Rating Agencies
on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so
long as the rating of the notes is under publicly announced consideration for possible downgrade by any two of the three Rating Agencies).
Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of us and our subsidiaries taken as a whole to any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than
us or one of our subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as defined above) becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding total voting power of all shares of our capital stock entitled to vote generally in elections of directors; or (3) the first day on which a majority of the members of our board of directors
are not Continuing Directors.
Change of Control Triggering Event means the occurrence of both a Change of Control
and a Below Investment Grade Rating Event.
Continuing Directors means, as of any date of determination, any
member of our board of directors who (1) was a member of such board of directors on the date the notes were first issued; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the
Continuing Directors who were members of such board of directors at the time of such nomination or election.