Repurchase at the Option of Holders—Upon a Change of Control

If a Change of Control (as defined below) occurs, the holders of the notes will have the right to require us to repurchase all or any part, equal to $200,000 or an integral multiple of $1,000 in excess thereof, of that holder’s notes pursuant to an offer described below (the “Change of Control Offer”) and on the terms set forth in the Indenture. In the Change of Control Offer, we will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the principal amount of notes to be repurchased, plus accrued and unpaid interest and additional amounts, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.

“Change of Control” means the occurrence of any of the following:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the properties or assets of ours and our 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 the Permitted Holders;

(b) the adoption of a plan relating to our liquidation or dissolution (other than in connection with a solvent reorganization); or

(c) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any person (including any “person” as described above) other than the Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50.0% of our Voting Stock (or our Successor Entity), measured by voting power rather than number of shares; provided that a transaction in which we become a subsidiary of another person shall not, subject to our surviving, constitute a Change of Control where (x) the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of such other person of which we are a subsidiary immediately following such transaction and (y) immediately following such transaction:

(i) no person other than the Permitted Holders or such other person Beneficially Owns, directly or indirectly, more than 50.0% of our Voting Stock (or our Successor Entity), and

(ii) no person other than the Permitted Holders Beneficially Owns, directly or indirectly, more than 50.0% of the Voting Stock of such other person.