Purchase of Notes Upon Change of Control Event

Not later than 30 days following a Change of Control that results in a Rating Decline, the issuer will make an Offer to Purchase all outstanding notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon and additional amounts, if any, to, but excluding, the purchase date.

“Change of Control” means the occurrence of one or more of the following events:

(1) the direct or indirect sale, lease, 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 assets of the issuer and its Subsidiaries taken as a whole to any person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than to one or more of the Permitted Holders and other than pursuant to any such transaction in which immediately after the consummation thereof, the voting power of the issuer’s outstanding Voting Stock immediately prior to such consummation constitutes or is converted into or exchanged for more than 50% of the voting power of the outstanding Voting Stock of such person; provided that so long as the issuer is a Subsidiary of any direct or indirect parent company, no person or group of persons shall be deemed to be or become a beneficial owner of more than 50% of the outstanding Voting Stock of the issuer unless such person or group of persons shall be or become a beneficial owner of more than 50% of the outstanding Voting Stock of such parent company; or

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any person (including any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act) of more than 50% of the outstanding Voting Stock of the issuer (or the entity resulting from such merger or consolidation) measured by voting power rather than number of shares; provided that so long as the issuer is a Subsidiary of any direct or indirect parent company, no person or group of persons shall be deemed to be or become a beneficial owner of more than 50% of the voting power of the total outstanding Voting Stock of the issuer unless such person or group of persons shall be or become a beneficial owner of more than 50% of the voting power of the total outstanding Voting Stock of such parent company.