Common use of Maintenance of Consolidated Tangible Net Worth Clause in Contracts

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “Deficiency Date”), the Parent’s Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Parent, then the Issuer must make an Offer to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 125.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Company must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentCompany, then the Issuer must Company shall make an Offer to Purchase offer (a “Net Worth an "Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth "Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase; provided, however, provided that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer Company is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Company other than Disqualified Stock of the Company or its Restricted Subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must Company shall make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Company's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days business days following its commencement or (unless required to remain open for such a longer period as required by applicable law). The Issuer is required to Company shall purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days business days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Offer Amount shall have tendered and not subsequently withdrawn their Notes for repurchase. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event shall will the failure of the Parent’s Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Issuer Company prior to the purchase (otherwise than under this provision). The IssuerCompany, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer Any Offer shall comply be conducted in compliance with applicable tender offer rulesregulations under the federal securities law, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1.

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event the Consolidated Tangible Net Worth declines below of the Company is less than $75.0 million (the “Minimum Tangible Net Worth”) 85,000,000 at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to herein as a “the "Deficiency Date”"), within 30 days after the Parent’s Consolidated Tangible Net Worth is less than end of each such period, the Minimum Tangible Net Worth Company will so notify the Trustee in writing by delivery of the Parent, then the Issuer must make an Offer Officers' Certificate and will offer to Purchase purchase from all Holders (a “"Net Worth Offer”"), and will purchase from Holders accepting such Net Worth Offer on the date fixed for the closing of such Net Worth Offer (the "Net Worth Offer Date"), 10 percent of the original outstanding principal amount of the Notes (the "Net Worth Amount") at an offer price (the "Net Worth Offer Price") in cash in an amount equal to all Holders of Notes to purchase 10% 100 percent of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required ifDate, after in accordance with the Deficiency Date but prior procedures set forth in this Section 4.20. To the extent that the aggregate amount of Notes tendered pursuant to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year). The a Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount relating thereto, then the Company may use the excess of Notes shall have been tendered, all Notes then tendered. If the aggregate principal Net Worth Amount over the amount of Notes tendered exceeds the Net Worth Offer Amounttendered, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)or a portion thereof, for general corporate purposes. In no event shall the Company's failure of to meet the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth threshold at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed acquired by the Issuer prior Company or any Wholly Owned Subsidiary subsequent to the purchase Deficiency Date and surrendered for cancellation through purchase, redemption (otherwise other than under pursuant to this provision). The IssuerSection 4.20) or exchange, however, may and that were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provisionSection 4.20. (b) In the event the Consolidated Tangible Net Worth of the Company is less than $85,000,000 at the end of any two consecutive fiscal quarters, within 30 days after the end of such period, the Company (with notice to the Trustee) or the Trustee at the Company's request (and at the expense of the Company) will send or cause to be sent by first-class mail, postage pre-paid, to all Persons who were Holders on the date of the end of the second such consecutive fiscal quarter, at their respective addresses appearing in the Security Register, a notice of such occurrence and of each Holder's rights arising as a result thereof. The Issuer shall comply with applicable Such notice will contain all instructions and materials necessary to enable Holders to tender offer rulestheir Notes to the Company. Such notice, including which will govern the requirements terms of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer, will state: (i) that the Net Worth Offer is being made pursuant to Section 4.20(a) hereof and the length of time such Net Worth Offer will remain open; (ii) that the Holder has the right to require the Company to repurchase such Holder's Notes at the Net Worth Offer Price; (iii) that any Note not tendered will continue to accrue interest; (iv) that any Note accepted for payment pursuant to the Net Worth Offer will cease to accrue interest on the Net Worth Offer Date; (v) that the Net Worth Offer Date will be no earlier than 45 days nor later than 60 days from the date such notice is mailed; (vi) that Holders electing to have a Note purchased pursuant to any Net Worth Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Worth Offer; (vii) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Worth Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for the purchase and a statement that such Holder is withdrawing its election to have the Note purchased; (viii) that Holders whose Notes are purchased only in part will be issued Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (ix) information concerning the period and details of the events requiring the Net Worth Offer and the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials relating to the Net Worth Offer (or corresponding successor reports) (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 4.03 hereof); provided that the Company may, at its option, incorporate by reference any such filed reports in the notice, (B) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information). (c) In the event that the aggregate principal amount of Notes surrendered by Holders exceeds the Net Worth Amount, the Company will select the Notes to be purchased on a pro rata basis from all Notes so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16Net Worth Amount remaining is less than $1,000, the Issuer shall comply Company may use such Net Worth Amount for general corporate purposes. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) Not later than one Business Day after the Net Worth Offer Date in connection with which the Net Worth Offer is being made, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Net Worth offer (on a pro rata basis if required pursuant to Section 4.20(c) above), (ii) deposit with the applicable securities laws Paying Agent money sufficient, in immediately available funds, to pay the purchase price of all Notes or portions thereof so accepted and regulations (iii) deliver to the Paying Agent an Officers' Certificate identifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent will promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Net Worth Offer Price of the Notes purchased from each such Holder, and shall the Company will execute and the Trustee will promptly authenticate and mail or deliver to such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted will be deemed promptly mailed or delivered by the Paying Agent at the Company's expense to have breached its obligations under this Section 4.16 by virtue the Holder thereof. The Company will publicly announce the results of this compliance.the Net Worth Offer promptly after the Net Worth

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event the Consolidated Tangible Net Worth declines below of the Company for any two consecutive fiscal quarters is less than $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter115,000,000, the Parent must deliver an Officers’ Certificate to the Trustee within 55 30 days after the end of that fiscal quarter (100 days after each such period the end of any fiscal year) to Company will so notify the Trustee. If, on the last day Trustee in writing by delivery of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred an Officers' Certificate and will offer to as a “Deficiency Date”), the Parent’s Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Parent, then the Issuer must make an Offer to Purchase purchase from all Holders (a “"Net Worth Offer”) to all "), and will purchase from Holders accepting such Net Worth Offer on the date fixed for the closing of Notes to purchase 10% such Net Worth Offer (the "Net Worth Offer Date"), ten percent of the aggregate original Outstanding principal amount of the Notes originally issued Securities of each series (the “"Net Worth Amount") at an offer price (the "Net Worth Offer Amount”Price") at a purchase price in cash in an amount equal to 100% 100 percent of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required ifDate, in accordance with the procedures set forth in this Section 6.17. To the extent that the aggregate amount of Securities of each series tendered pursuant to a Net Worth Offer is less than the Net Worth Amount relating thereto, then the Company may use the excess of the Net Worth Amount over the amount of Securities of each series tendered, or a portion thereof, for general corporate purposes. (b) In the event the Consolidated Tangible Net Worth of the Company for any two consecutive fiscal quarters is less than $115,000,000, within 30 days after the Deficiency Date but prior end of such period, the Company (with written notice to the Trustee) or the Trustee at the Company's request (and at the expense of the Company) will send or cause to be sent by first-class mail, postage prepaid, to all Holders on the date of the Issuer is required end of the second such consecutive fiscal quarter, at their respective addresses appearing in the Security Register, a notice, prepared by the Company advising the Holders of such series, of such occurrence and of each Holder's rights arising as a result thereof. Such notice will contain all instructions and materials necessary to make enable Holders to tender their Securities of each series to the Company. Such notice, which will govern the terms of the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make will state: (i) that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if is being made pursuant to Section 6.17(a) hereof and the length of time such Deficiency Date is the last day of the Parent’s fiscal year). The Net Worth Offer is required will remain open; (ii) that the Holder has the right to remain open for a period require the Company to repurchase such Holder's Securities of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase series at the Net Worth Offer Amount Price; (iii) that any Security of such series not tendered will continue to accrue interest; (iv) that any Security of such series accepted for payment pursuant to the Net Worth Offer will cease to accrue interest on the Net Worth Offer Date; (v) that the Net Worth Offer Date will be no earlier than 45 days nor later than 60 days from the date such notice is mailed; (vi) that Holders electing to have a Security of such series purchased pursuant to any Net Worth Offer will be required to surrender the Security of such series, with the appropriate form on the Security of such series completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Notes on a designated date no Net Worth Offer; (vii) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than five Business Days after the termination expiration of the Net Worth Offer, or if less than such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have the Security of such series purchased; 202 (viii) that Holders whose Securities of such series are purchased only in part will be issued Securities of the same series, Maturity date, interest rate and Issue Date equal in principal amount to the unpurchased portion of the Securities of such series surrendered; and (ix) information concerning the period and details of the events requiring the Net Worth Offer Amount and the business of Notes shall have been tenderedthe Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, all Notes then tendered. If the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report (or corresponding successor reports) (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 6.03(b) hereof); provided that the Company may at its option incorporate by reference any such filed reports in the notice, (B) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information). (c) In the event the aggregate principal amount of Notes tendered Securities of such series surrendered by Holders exceeds the Net Worth Offer Amount, the Issuer is required Company will select the Securities of such series to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (basis from all Securities of such series so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes Securities of any series in denominations of $1,000 and 1,000, or integral multiples thereof shall thereof, will be purchased). In no event shall the failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions Net Worth Amount remaining is less than $1,000, the Company may use such Net Worth Amount for general corporate purposes. Holders whose Securities of such series are purchased only in part will be issued new Securities of the same series, Maturity date, interest rate and Issue Date equal in principal amount to the unpurchased portion of the Securities of such series surrendered. (d) The Company will not, and will not permit any Restricted Subsidiary to, create or permit to exist or become effective any restriction (other than any restriction set forth in any agreement, indenture, document or instrument relating to any Existing Indebtedness or Refinancing Indebtedness with respect thereto) that would materially impair the ability of the Company to make a Net Worth Offer. Notwithstanding the foregoing, if a Net Worth Offer is made, the Company will pay for Securities of any securities laws or regulations conflict series tendered for purchase in accordance with the terms of this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance6.17.

Maintenance of Consolidated Tangible Net Worth. (a) If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), ") is less than $125 million (the Parent’s "Minimum Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than 60 days after a Deficiency Date (or 120 days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes Securities originally issued hereunder (or such lesser amount as may be outstanding at the “time the Net Worth Offer is made) (the "Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase date; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date timely delivery of the Issuer is Officers' Certificate required to make the Net Worth Offerby this Section 4.15, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests or otherwise paid to the Company or its subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to $125 million or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year)more. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or for such and no longer, unless a longer period as is required by lawlaw (the "Offer Period"). The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days Promptly after the termination of the Net Worth OfferOffer Period (the "Payment Date"), the Company shall purchase and mail or deliver payment for the Offer Amount of Securities tendered or, if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes then tenderedSecurities tendered in response to the Net Worth Offer. If less than all of the aggregate principal amount of Notes Securities tendered exceeds in response to the Net Worth Offer Amountare to be purchased, the Issuer is required Company shall select the Securities to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)basis. In no event shall the Company's failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed meet the Minimum Consolidated Tangible Net Worth at the end of any fiscal quarter be 38 49 counted toward towards the requirement to make making of more than one Net Worth Offer. Any Net Worth Offer shall be conducted in compliance with applicable regulations under the federal securities law, including Exchange Act Rule 14e-1. (b) If the Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Net Worth Offer. The Issuer Company may reduce the principal amount of Notes Securities to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed Securities acquired by the Issuer prior Company subsequent to the Deficiency Date and surrendered for cancellation through purchase (otherwise than under pursuant to this provisionSection 4.15 or Section 4.14 hereof). The Issuer, howeverredemption or exchange, may and which were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes Securities pursuant to this provisionSection. (c) The Company shall provide the Trustee with notice of the Net Worth Offer at least 10 days before the notice of any Net Worth Offer is mailed to Holders. Such notice shall state whether the Company elects to credit any Securities against its obligations to repurchase Securities as provided above and shall set forth the amount of such credit and the basis therefor (including identification of any previously cancelled Securities not theretofore credited). Such notice shall be accompanied by any Securities required to be delivered to the Trustee for cancellation, as provided above, in order to be credited against the Company's obligation to purchase Securities hereunder. (d) A Net Worth Offer shall be deemed to have commenced upon the mailing by the Company (with notice to the Trustee) or by the Trustee at the Company's request (and at the expense of the Company), by first class mail, of a notice to each of the Holders. Such notice shall be mailed no later than 60 days after the corresponding Deficiency Date (or 120 days if such Deficiency Date is also the end of the Company's fiscal year). The Issuer shall comply with notice shall, to the extent permitted by applicable tender offer ruleslaw, including be accompanied by a copy of the information regarding the Company which is (or would be, if the Company were subject to the reporting requirements of Rule 14e-1 under the Exchange Act Act) required to be contained in a Quarterly Report on Form 10-Q for the fiscal quarter ending on the Deficiency Date if such fiscal quarter is one of the Company's first three fiscal quarters. If such fiscal quarter is the Company's last fiscal quarter, a copy of the information which is (or would be, if the Company were subject to the reporting requirements of the Exchange Act) required to be contained in an Annual Report on Form 10-K (including any financial statements or other information 39 50 required to be included or incorporated by reference therein) for the fiscal year ending with such fiscal quarter shall either accompany the notice or be delivered to Holders not less than 15 days before the Payment Date. The notice shall contain all instructions and any other applicable laws and regulations in connection with the purchase of Notes materials necessary to enable such Holders to tender Securities pursuant to a the Net Worth Offer. To The notice, which shall govern the extent terms of the Net Worth Offer, shall state: (1) that the provisions of any securities laws or regulations conflict with Net Worth Offer is being made pursuant to this Section 4.164.15 and the length of time the Net Worth Offer will remain open; (2) the Offer Amount, the Issuer purchase price and the Payment Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Net Worth Offer shall comply cease to accrue interest on the Payment Date unless the Company defaults in payment of the purchase price; (5) that Holders electing to have a Security purchased pursuant to any Net Worth Offer will be required to surrender the Security, with the applicable securities laws form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Worth Offer; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, or such longer period as may be required by law, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and regulations and a statement that such Holdxx xx withdrawing his election to have the Security purchased; (7) that, if the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall not select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed to have breached its obligations under this Section 4.16 appropriate by virtue the Company so that only Securities in denominations of this compliance.$1,000, or integral multiples thereof, shall be purchased); and

Maintenance of Consolidated Tangible Net Worth. (a) If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), ") is less than $125 million (the Parent’s "Minimum Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than 60 days after a Deficiency Date (or 120 days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes Securities originally issued hereunder (or such lesser amount as may be outstanding at the “time the Net Worth Offer is made) (the "Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase date; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date timely delivery of the Issuer is Officers' Certificate required to make the Net Worth Offerby this Section 4.15, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests or otherwise paid to the Company or its subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to $125 million or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year)more. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or for such and no longer, unless a longer period as is required by lawlaw (the "Offer Period"). The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days Promptly after the termination of the Net Worth OfferOffer Period (the "Payment Date"), the Company shall purchase and mail or deliver payment for the Offer Amount of Securities tendered or, if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes then tenderedSecurities tendered in response to the Net Worth Offer. If less than all of the aggregate principal amount of Notes Securities tendered exceeds in response to the Net Worth Offer Amountare to be purchased, the Issuer is required Company shall select the Securities to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)basis. In no event shall the Company's failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed meet the Minimum Consolidated Tangible Net Worth at the end of any fiscal quarter be counted toward towards the requirement to make making of more than one Net Worth Offer. Any Net Worth Offer shall be conducted in compliance with applicable regulations under the federal securities law, including Exchange Act Rule 14e-1. (b) If the Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Net Worth Offer. The Issuer Company may reduce the principal amount of Notes Securities to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed Securities acquired by the Issuer prior Company subsequent to the Deficiency Date and surrendered for cancellation through purchase (otherwise than under pursuant to this provisionSection 4.15 or Section 4.14 hereof). The Issuer, howeverredemption or exchange, may and which were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes Securities pursuant to this provisionSection. (c) The Company shall provide the Trustee with notice of the Net Worth Offer at least 10 days before the notice of any Net Worth Offer is mailed to Holders. Such notice shall state whether the Company elects to credit any Securities against its obligations to repurchase Securities as provided above and shall set forth the amount of such credit and the basis therefor (including identification of any previously cancelled Securities not theretofore credited). Such notice shall be accompanied by any Securities required to be delivered to the Trustee for cancellation, as provided above, in order to be credited against the Company's obligation to purchase Securities hereunder. (d) A Net Worth Offer shall be deemed to have commenced upon the mailing by the Company (with notice to the Trustee) or by the Trustee at the Company's request (and at the expense of the Company), by first class mail, a notice to each of the Holders. Such notice shall be mailed no later than 60 days after the corresponding Deficiency Date (or 120 days if such Deficiency Date is also the end of the Company's fiscal year). The Issuer shall comply with notice shall, to the extent permitted by applicable tender offer ruleslaw, including be accompanied by a copy of the information regarding the Company which is (or would be, if the Company were subject to the reporting requirements of Rule 14e-1 under the Exchange Act Act) required to be contained in a Quarterly Report on Form 10-Q for the fiscal quarter ending on the Deficiency Date if such fiscal quarter is one of the Company's first three fiscal quarters. If such fiscal quarter is the Company's last fiscal quarter, a copy of the information which is (or would be, if the Company were subject to the reporting requirements of the Exchange Act) required to be contained in an Annual Report on Form 10-K (including any financial statements or other information required to be included or incorporated by reference therein) for the fiscal year ending with such fiscal quarter shall either accompany the notice or be delivered to Holders not less than 15 days before the Payment Date. The notice shall contain all instructions and any other applicable laws and regulations in connection with the purchase of Notes materials necessary to enable such Holders to tender Securities pursuant to a the Net Worth Offer. To The notice, which shall govern the extent terms of the Net Worth Offer, shall state: (1) that the provisions of any securities laws or regulations conflict with Net Worth Offer is being made pursuant to this Section 4.164.15 and the length of time the Net Worth Offer will remain open; (2) the Offer Amount, the Issuer purchase price and the Payment Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Net Worth Offer shall comply cease to accrue interest on the Payment Date unless the Company defaults in payment of the purchase price; (5) that Holders electing to have a Security purchased pursuant to any Net Worth Offer will be required to surrender the Security, with the applicable securities laws and regulations and shall not be deemed form entitled "Option of Holder to have breached its obligations under this Section 4.16 by virtue of this compliance.Elect

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event that the Consolidated Tangible Net Worth declines below of the Company is less than $75.0 85 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to herein as a the “Deficiency Date”), within 30 days after the Parent’s Consolidated Tangible Net Worth is less than end of each such period or 60 days in the Minimum Tangible Net Worth event that the end of the Parentperiod is the end of the Company’s fiscal year, then the Issuer must make Company shall so notify the Trustee in writing by delivery of an Offer Officers’ Certificate and will offer to Purchase purchase from all Holders (a “Net Worth Offer”), and shall purchase from Holders accepting such Net Worth Offer on the date fixed for the closing of such Net Worth Offer (the “Net Worth Offer Date”), 10% of the original outstanding principal amount of the Notes (the “Net Worth Amount”) at an offer price (the “Net Worth Offer Price”) in cash in an amount equal to all Holders of Notes to purchase 10100% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchaseNet Worth Offer Date; provided, however, provided that no such Net Worth Offer offer shall be required if, after the Deficiency Date following such two fiscal quarters but prior to the date the Issuer Company is required to make the Net Worth Offersuch offer, capital in cash or Cash Equivalents cash equivalents is contributed for Qualified to the Company in an Equity Interests Offering sufficient to increase the ParentCompany’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above greater than $85 million. To the Minimum Tangible Net Worth. The Issuer must make extent that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day aggregate amount of the Parent’s fiscal year). The Notes tendered pursuant to a Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount relating thereto, then the Company may use the excess of Notes shall have been tendered, all Notes then tendered. If the aggregate principal Net Worth Amount over the amount of Notes tendered exceeds the Net Worth Offer Amounttendered, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)or a portion thereof, for general corporate purposes. In no event shall the Company’s failure of to meet the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth threshold at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed acquired by the Issuer prior Company or any Wholly Owned Subsidiary subsequent to the purchase Deficiency Date and surrendered for cancellation through purchase, redemption (otherwise other than under pursuant to this provision). The IssuerSection 3.09) or exchange, however, may and that were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provisionSection 3.09. (b) Subject to the proviso contained in Section 3.09(a) above, in the event the Consolidated Tangible Net Worth of the Company is less than $85,000,000 at the end of any two consecutive fiscal quarters, within 30 days after the end of such period, the Company (with notice to the Trustee) or the Trustee at the Company’s request (and at the expense of the Company) will send or cause to be sent by first-class mail, postage pre-paid, to all Persons who were Holders on the date of the end of the second such consecutive fiscal quarter, at their respective addresses appearing in the Security Register, a notice of such occurrence and of each Holder’s rights arising as a result thereof. The Issuer shall comply with applicable Such notice will contain all instructions and materials necessary to enable Holders to tender offer rulestheir Notes to the Company. Such notice, including which will govern the requirements terms of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer, will state: (i) that the Net Worth Offer is being made pursuant to Section 3.09(a) hereof and the length of time such Net Worth Offer will remain open; (ii) that the Holder has the right to require the Company to repurchase such Holxxx’x Notes at the Net Worth Offer Price; (iii) that any Note not tendered will continue to accrue interest; (iv) that any Note accepted for payment pursuant to the Net Worth Offer will cease to accrue interest on the Net Worth Offer Date; (v) that the Net Worth Offer Date will be no earlier than 45 days nor later than 60 days from the date such notice is mailed; (vi) that Holders electing to have a Note purchased pursuant to any Net Worth Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Worth Offer; (vii) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Worth Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for the purchase and a statement that such Holder is withdrawing its election to have the Note purchased; (viii) that Holders whose Notes are purchased only in part will be issued Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (ix) information concerning the period and details of the events requiring the Net Worth Offer and the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials relating to the Net Worth Offer (or corresponding successor reports) (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 3.11 hereof); provided that the Company may, at its option, incorporate by reference any such filed reports in the notice, (B) a description of material developments in the Company’s business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information). (c) In the event that the aggregate principal amount of Notes surrendered by Holders exceeds the Net Worth Amount, the Company will select the Notes to be purchased on a pro rata basis from all Notes so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16Net Worth Amount remaining is less than $1,000, the Issuer shall comply Company may use such Net Worth Amount for general corporate purposes. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) Not later than one Business Day after the Net Worth Offer Date in connection with which the Net Worth Offer is being made, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Net Worth offer (on a pro rata basis if required pursuant to Section 3.09(c) above), (ii) deposit with the Paying Agent money sufficient, in immediately available funds, to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Paying Agent an Officers’ Certificate identifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent will promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Net Worth Offer Price of the Notes purchased from each such Holder, and the Company will execute and the Trustee will promptly authenticate and mail or deliver to such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted will be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. The Company will publicly announce the results of the Net Worth Offer promptly after the Net Worth Offer Date. (e) Any Net Worth Offer will be conducted by the Company in compliance with applicable securities laws law, including, without limitation, Section 14(e) of the Exchange Act and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1 thereunder, if applicable.

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event that the Consolidated Tangible Net Worth declines below of the Company is less than $75.0 85 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to herein as a “Deficiency Date”the "DEFICIENCY DATE"), within 30 days after the Parent’s Consolidated Tangible end of each such period, the Company shall so notify the Trustee in writing by delivery of an Officers' Certificate and will offer to purchase from all Holders (a "NET WORTH OFFER"), and shall purchase from Holders accepting such Net Worth is less than Offer on the Minimum Tangible date fixed for the closing of such Net Worth Offer (the "NET WORTH OFFER DATE"), 10 percent of the Parent, then original outstanding principal amount of the Issuer must make Notes (the "NET WORTH AMOUNT") at an Offer offer price (the "NET WORTH OFFER PRICE") in cash in an amount equal to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% 100 percent of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchaseNet Worth Offer Date; provided, however, PROVIDED that no such Net Worth Offer offer shall be required if, after the Deficiency Date following such two fiscal quarters but prior to the date the Issuer Company is required to make the Net Worth Offersuch offer, capital in cash or Cash Equivalents cash equivalents is contributed for Qualified to the Company in an Equity Interests Offering sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above greater than $85 million. To the Minimum Tangible Net Worth. The Issuer must make extent that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day aggregate amount of the Parent’s fiscal year). The Notes tendered pursuant to a Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount relating thereto, then the Company may use the excess of Notes shall have been tendered, all Notes then tendered. If the aggregate principal Net Worth Amount over the amount of Notes tendered exceeds the Net Worth Offer Amounttendered, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)or a portion thereof, for general corporate purposes. In no event shall the Company's failure of to meet the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth threshold at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% 100 percent of the principal amount (excluding premium) of the Notes redeemed acquired by the Issuer prior Company or any Wholly Owned Subsidiary subsequent to the purchase Deficiency Date and surrendered for cancellation through purchase, redemption (otherwise other than under pursuant to this provision). The IssuerSection 3.09) or exchange, however, may and that were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provisionSection 3.09. (b) Subject to the "provided" clause in Section 3.09(a) above, in the event the Consolidated Tangible Net Worth of the Company is less than $85,000,000 at the end of any two consecutive fiscal quarters, within 30 days after the end of such period, the Company (with notice to the Trustee) or the Trustee at the Company's request (and at the expense of the Company) will send or cause to be sent by first-class mail, postage pre-paid, to all Persons who were Holders on the date of the end of the second such consecutive fiscal quarter, at their respective addresses appearing in the Security Register, a notice of such occurrence and of each Holder's rights arising as a result thereof. The Issuer shall comply with applicable Such notice will contain all instructions and materials necessary to enable Holders to tender offer rulestheir Notes to the Company. Such notice, including which will govern the requirements terms of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer, will state: (i) that the Net Worth Offer is being made pursuant to Section 3.09(a) hereof and the length of time such Net Worth Offer will remain open; (ii) that the Holder has the right to require the Company to repurchase such Holder's Notes at the Net Worth Offer Price; (iii) that any Note not tendered will continue to accrue interest; (iv) that any Note accepted for payment pursuant to the Net Worth Offer will cease to accrue interest on the Net Worth Offer Date; (v) that the Net Worth Offer Date will be no earlier than 45 days nor later than 60 days from the date such notice is mailed; (vi) that Holders electing to have a Note purchased pursuant to any Net Worth Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Worth Offer; (vii) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Worth Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for the purchase and a statement that such Holder is withdrawing its election to have the Note purchased; (viii) that Holders whose Notes are purchased only in part will be issued Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (ix) information concerning the period and details of the events requiring the Net Worth Offer and the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials relating to the Net Worth Offer (or corresponding successor reports) (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 3.11 hereof); PROVIDED that the Company may, at its option, incorporate by reference any such filed reports in the notice, (B) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information). (c) In the event that the aggregate principal amount of Notes surrendered by Holders exceeds the Net Worth Amount, the Company will select the Notes to be purchased on a PRO RATA basis from all Notes so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16Net Worth Amount remaining is less than $1,000, the Issuer shall comply Company may use such Net Worth Amount for general corporate purposes. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) Not later than one Business Day after the Net Worth Offer Date in connection with which the Net Worth Offer is being made, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Net Worth offer (on a PRO RATA basis if required pursuant to Section 3.09(c) above), (ii) deposit with the Paying Agent money sufficient, in immediately available funds, to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Paying Agent an Officers' Certificate identifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent will promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Net Worth Offer Price of the Notes purchased from each such Holder, and the Company will execute and the Trustee will promptly authenticate and mail or deliver to such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted will be promptly mailed or delivered by the Paying Agent at the Company's expense to the Holder thereof. The Company will publicly announce the results of the Net Worth Offer promptly after the Net Worth Offer Date. (e) Any Net Worth Offer will be conducted by the Company in compliance with applicable securities laws law, including, without limitation, Section 14(e) of the Exchange Act and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1 thereunder, if applicable.

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event the Consolidated Tangible Net Worth declines below of the Company for any two consecutive fiscal quarters is less than $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter115,000,000, the Parent must deliver an Officers’ Certificate to the Trustee within 55 30 days after the end of that fiscal quarter (100 days after each such period the end of any fiscal year) to Company will so notify the Trustee. If, on the last day Trustee in writing by delivery of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred an Officers' Certificate and will offer to as a “Deficiency Date”), the Parent’s Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Parent, then the Issuer must make an Offer to Purchase purchase from all Holders (a “"Net Worth Offer”) to all "), and will purchase from Holders accepting such Net Worth Offer on the date fixed for the closing of Notes to purchase 10% such Net Worth Offer (the "Net Worth Offer Date"), ten percent of the aggregate original Outstanding principal amount of the Notes originally issued Securities of each series (the “"Net Worth Amount") at an offer price (the "Net Worth Offer Amount”Price") at a purchase price in cash in an amount equal to 100% 100 percent of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required ifDate, in accordance with the procedures set forth in this Section 6.20. To the extent that the aggregate amount of Securities of each series tendered pursuant to a Net Worth Offer is less than the Net Worth Amount relating thereto, then the Company may use the excess of the Net Worth Amount over the amount of Securities of each series tendered, or a portion thereof, for general corporate purposes. (b) In the event the Consolidated Tangible Net Worth of the Company for any two consecutive fiscal quarters is less than $115,000,000, within 30 days after the Deficiency Date but prior end of such period, the Company (with written notice to the Trustee) or the Trustee at the Company's request (and at the expense of the Company) will send or cause to be sent by first-class mail, postage prepaid, to all Holders on the date of the Issuer is required end of the second such consecutive fiscal quarter, at their respective addresses appearing in the Security Register, a notice, prepared by the Company advising the Holders of such series, of such occurrence and of each Holder's rights arising as a result thereof. Such notice will contain all instructions and materials necessary to make enable Holders to tender their Securities of each series to the Company. Such notice, which will govern the terms of the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make will state: (i) that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if is being made pursuant to Section 6.20(a) hereof and the length of time such Deficiency Date is the last day of the Parent’s fiscal year). The Net Worth Offer is required will remain open; (ii) that the Holder has the right to remain open for a period require the Company to repurchase such Holder's Securities of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase series at the Net Worth Offer Amount Price; (iii) that any Security of such series not tendered will continue to accrue interest; (iv) that any Security of such series accepted for payment pursuant to the Net Worth Offer will cease to accrue interest on the Net Worth Offer Date; (v) that the Net Worth Offer Date will be no earlier than 45 days nor later than 60 days from the date such notice is mailed; (vi) that Holders electing to have a Security of such series purchased pursuant to any Net Worth Offer will be required to surrender the Security of such series, with the appropriate form on the Security of such series completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Notes on a designated date no Net Worth Offer; (vii) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than five Business Days after the termination expiration of the Net Worth Offer, or if less than such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have the Security of such series purchased; (viii) that Holders whose Securities of such series are purchased only in part will be issued Securities of the same series, Maturity date, interest rate and Issue Date equal in principal amount to the unpurchased portion of the Securities of such series surrendered; and (ix) information concerning the period and details of the events requiring the Net Worth Offer Amount and the business of Notes shall have been tenderedthe Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, all Notes then tendered. If the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials relating to the Net Worth Offer (or corresponding successor reports) (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 6.03(b) hereof); provided that the Company may at its option incorporate by reference any such filed reports in the notice, (B) a description of material developments in the Company's business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information). (c) In the event the aggregate principal amount of Notes tendered Securities of such series surrendered by Holders exceeds the Net Worth Offer Amount, the Issuer is required Company will select the Securities of such series to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (basis from all Securities of such series so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes Securities of any series in denominations of $1,000 and 1,000, or integral multiples thereof shall thereof, will be purchased). In no event shall To the failure extent that the Net Worth Amount remaining is less than $1,000, the Company may use such Net Worth Amount for general corporate purposes. Holders whose Securities of such series are purchased only in part will be issued new Securities of the Parent’s Consolidated Tangible Net Worth same series, Maturity date, interest rate and Issue Date equal in principal amount to equal the unpurchased portion of the Securities of such series surrendered. (d) The Company will not, and will not permit any Restricted Subsidiary to, create or exceed permit to exist or become effective any restriction (other than any restriction set forth in any agreement, indenture, document or instrument relating to any Existing Indebtedness or Refinancing Indebtedness with respect thereto) that would materially impair the Minimum Tangible Net Worth at ability of the end of any fiscal quarter be counted toward the requirement Company to make more than one a Net Worth Offer. The Issuer may reduce Notwithstanding the principal amount foregoing, if a Net Worth Offer is made, the Company will pay for Securities of Notes any series tendered for purchase in accordance with the terms of this Section 6.20. (e) Not later than one Business Day prior to be purchased the Net Worth Offer Date in connection with which the Net Worth Offer is being made, the Company will (i) accept for payment Securities of each series or portions thereof tendered pursuant to the Net Worth Offer (on a pro rata basis if required pursuant to Section 6.20(c) above), (ii) deposit with the Paying Agent money sufficient, in immediately available funds, to pay the purchase price of all Securities of each series or portions thereof so accepted and (iii) deliver to the Paying Agent an Officers' Certificate identifying the Securities of each series or portions thereof accepted for payment by subtracting 100% the Company. The Paying Agent will promptly after acceptance mail or deliver to Holders of Securities of such series so accepted payment in an amount equal to the Net Worth Offer Price of the Securities of such series purchased from each such Holder, and the Company will execute and the Trustee will promptly authenticate and mail or deliver to such Holder a new Security of the same series, Maturity date, interest rate and Issue Date equal in principal amount to any unpurchased portion of the Security of such series surrendered. Any Securities of such series not so accepted will be promptly mailed or delivered by the Paying Agent at the Company's expense to the Holder thereof. The Company will publicly announce the results of the Net Worth Offer on the Net Worth Offer Date. For purposes of this Section 6.20(e), the Company will choose a Paying Agent which will not be the Company or a Subsidiary thereof. Any excess cash held by the Trustee after the expiration of the Net Worth Offer will be returned to the Company. (excluding premiumf) Any Net Worth Offer will be conducted by the Company in compliance with applicable law, including, without limitation, Section 14(e) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16Rule 14e-1 thereunder, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceif applicable.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 125.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Company must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentCompany, then the Issuer must Company shall make an Offer to Purchase offer (a “Net Worth an "Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth "Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer Company is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Company other than Disqualified Stock of the Company or its Restricted Subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must Company shall make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Company's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days business days following its commencement or (unless required to remain open for such a longer period as required by applicable law). The Issuer is required to Company shall purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days business days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Offer Amount shall have tendered and not subsequently withdrawn their Notes for repurchase. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be 49 56 purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event shall will the failure of the Parent’s Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Issuer Company prior to the purchase (otherwise than under this provision). The IssuerCompany, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer Any Offer shall comply be conducted in compliance with applicable tender offer rulesregulations under the federal securities law, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Issuer's Consolidated Tangible Net Worth declines below $75.0 60.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Issuer's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentIssuer, then the Issuer must make an Offer to Purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “"Net Worth Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the Parent’s Issuer's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Issuer's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Issuer's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations tions in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event that the Consolidated Tangible Net Worth declines below of the Company is less than $75.0 85 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to herein as a the “Deficiency Date”), within 30 days after the Parent’s Consolidated Tangible Net Worth is less than end of each such period or 60 days in the Minimum Tangible Net Worth event that the end of the Parentperiod is the end of the Company’s fiscal year, then the Issuer must make Company shall so notify the Trustee in writing by delivery of an Offer Officers’ Certificate and will offer to Purchase purchase from all Holders (a “Net Worth Offer”), and shall purchase from Holders accepting such Net Worth Offer on the date fixed for the closing of such Net Worth Offer (the “Net Worth Offer Date”), 10% of the original outstanding principal amount of the Notes (the “Net Worth Amount”) at an offer price (the “Net Worth Offer Price”) in cash in an amount equal to all Holders of Notes to purchase 10100% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchaseNet Worth Offer Date; provided, however, provided that no such Net Worth Offer offer shall be required if, after the Deficiency Date following such two fiscal quarters but prior to the date the Issuer Company is required to make the Net Worth Offersuch offer, capital in cash or Cash Equivalents cash equivalents is contributed for Qualified to the Company in an Equity Interests Offering sufficient to increase the ParentCompany’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above greater than $85 million. To the Minimum Tangible Net Worth. The Issuer must make extent that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day aggregate amount of the Parent’s fiscal year). The Notes tendered pursuant to a Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount relating thereto, then the Company may use the excess of Notes shall have been tendered, all Notes then tendered. If the aggregate principal Net Worth Amount over the amount of Notes tendered exceeds the Net Worth Offer Amounttendered, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)or a portion thereof, for general corporate purposes. In no event shall the Company’s failure of to meet the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth threshold at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed acquired by the Issuer prior Company or any Wholly Owned Subsidiary subsequent to the purchase Deficiency Date and surrendered for cancellation through purchase, redemption (otherwise other than under pursuant to this provision). The IssuerSection 3.09) or exchange, however, may and that were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provisionSection 3.09. (b) Subject to the proviso contained in Section 3.09(a) above, in the event the Consolidated Tangible Net Worth of the Company is less than $85,000,000 at the end of any two consecutive fiscal quarters, within 30 days after the end of such period, the Company (with notice to the Trustee) or the Trustee at the Company’s request (and at the expense of the Company) will send or cause to be sent by first-class mail, postage pre-paid, to all Persons who were Holders on the date of the end of the second such consecutive fiscal quarter, at their respective addresses appearing in the Security Register, a notice of such occurrence and of each Holder’s rights arising as a result thereof. The Issuer shall comply with applicable Such notice will contain all instructions and materials necessary to enable Holders to tender offer rulestheir Notes to the Company. Such notice, including which will govern the requirements terms of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer, will state: (i) that the Net Worth Offer is being made pursuant to Section 3.09(a) hereof and the length of time such Net Worth Offer will remain open; (ii) that the Holder has the right to require the Company to repurchase such Xxxxxx’s Notes at the Net Worth Offer Price; (iii) that any Note not tendered will continue to accrue interest; (iv) that any Note accepted for payment pursuant to the Net Worth Offer will cease to accrue interest on the Net Worth Offer Date; (v) that the Net Worth Offer Date will be no earlier than 45 days nor later than 60 days from the date such notice is mailed; (vi) that Holders electing to have a Note purchased pursuant to any Net Worth Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Net Worth Offer; (vii) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Net Worth Offer, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for the purchase and a statement that such Holder is withdrawing its election to have the Note purchased; (viii) that Holders whose Notes are purchased only in part will be issued Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (ix) information concerning the period and details of the events requiring the Net Worth Offer and the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the offering materials relating to the Net Worth Offer (or corresponding successor reports) (or in the event the Company is not required to prepare any of the foregoing Forms, the comparable information required pursuant to Section 3.11 hereof); provided that the Company may, at its option, incorporate by reference any such filed reports in the notice, (B) a description of material developments in the Company’s business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information). (c) In the event that the aggregate principal amount of Notes surrendered by Holders exceeds the Net Worth Amount, the Company will select the Notes to be purchased on a pro rata basis from all Notes so surrendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16Net Worth Amount remaining is less than $1,000, the Issuer shall comply Company may use such Net Worth Amount for general corporate purposes. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) Not later than one Business Day after the Net Worth Offer Date in connection with which the Net Worth Offer is being made, the Company will (i) accept for payment Notes or portions thereof tendered pursuant to the Net Worth offer (on a pro rata basis if required pursuant to Section 3.09(c) above), (ii) deposit with the Paying Agent money sufficient, in immediately available funds, to pay the purchase price of all Notes or portions thereof so accepted and (iii) deliver to the Paying Agent an Officers’ Certificate identifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent will promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Net Worth Offer Price of the Notes purchased from each such Holder, and the Company will execute and the Trustee will promptly authenticate and mail or deliver to such Holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted will be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. The Company will publicly announce the results of the Net Worth Offer promptly after the Net Worth Offer Date. (e) Any Net Worth Offer will be conducted by the Company in compliance with applicable securities laws law, including, without limitation, Section 14(e) of the Exchange Act and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1 thereunder, if applicable.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Issuer's Consolidated Tangible Net Worth declines below $75.0 35.0 million (the “Minimum Tangible Net Worth”"MINIMUM TANGIBLE NET WORTH") at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that such fiscal quarter (100 110 days after the end of any fiscal year) to notify the TrusteeTrustee of such decline. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “Deficiency Date”"DEFICIENCY DATE"), the Parent’s Issuer's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth, then the Issuer and the Co-Issuer must make an Offer to Purchase offer (a “Net Worth Offer”"NET WORTH OFFER") to all Holders of Notes to purchase 10% of the aggregate principal amount of the outstanding Notes originally issued under this Indenture (including Additional Notes, if any), (the “Net Worth Offer Amount”"NET WORTH OFFER AMOUNT") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is and the Co-Issuer are required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the Parent’s Issuer's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer and the Co-Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Issuer's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is and the Co-Issuer are required to purchase the Net Worth Offer Amount of the Notes on a designated date (the "NET WORTH PAYMENT DATE") no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. The Issuers shall not be obligated to purchase any Notes unless Holders of at least 10% of the Net Worth Offer Amount shall have tendered and not subsequently withdrawn their Notes for repurchase. Upon the commencement of a Net Worth Offer, the Issuer shall send (or cause to be sent), by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Net Worth Offer. Any Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state: (1) that the Net Worth Offer is being made pursuant to this Section 4.13; (2) the Net Worth Offer Amount and the Net Worth Payment Date; (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer and the Co-Issuer default in making such payment, any Notes accepted for payment pursuant to the Net Worth Offer shall cease to accrue interest after the Net Worth Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Worth Offer shall be required to surrender the Note, with the form entitled "Option of Holder To Elect Purchase" on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Net Worth Payment Date; (6) that Holders shall be entitled to withdraw their election if the Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the second Business Day prior to the Net Worth Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Net Worth Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples thereof, shall be purchased); (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (9) all other procedures, if any, determined by the Issuer, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased in the Net Worth Offer. If the purchase date of Notes pursuant to a Net Worth Offer is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Worth Offer. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is and the Co-Issuer are required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 2,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Issuer's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the aggregate principal amount (excluding premium) of the Notes optionally redeemed or otherwise purchased by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer and the Co-Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act Act, and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.164.13, the Issuer shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.16 4.13 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If the ParentIssuer’s Consolidated Tangible Net Worth declines below $75.0 60.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “Deficiency Date”), the ParentIssuer’s Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentIssuer, then the Issuer must make an Offer to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the ParentIssuer’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the ParentIssuer’s fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the ParentIssuer’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. (a) If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), ") is less than $125 million (the Parent’s "Minimum Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than 60 days after a Deficiency Date (or 120 days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes Securities originally issued hereunder (or such lesser amount as may be outstanding at the “time the Net Worth Offer is made) (the "Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase date; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date timely delivery of the Issuer is Officers' Certificate required to make the Net Worth Offerby this Section 4.15, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests or otherwise paid to the Company or its subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to $125 million or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year)more. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or for such and no longer, unless a longer period as is required by lawlaw (the "Offer Period"). The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days Promptly after the termination of the Net Worth OfferOffer Period (the "Payment Date"), the Company shall purchase and mail or deliver payment for the Offer Amount of Securities tendered or, if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes then tenderedSecurities tendered in response to the Net Worth Offer. If less than all of the aggregate principal amount of Notes Securities tendered exceeds in response to the Net Worth Offer Amountare to be purchased, the Issuer is required Company shall select the Securities to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)basis. In no event shall the failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.Company's

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Issuer's Consolidated Tangible Net Worth declines below $75.0 60.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that such fiscal quarter (100 110 days after the end of any fiscal year) to notify the TrusteeTrustee of such decline. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Issuer's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentIssuer, then the Issuer Issuers must make an Offer to Purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “"Net Worth Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is Issuers are required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the Parent’s Issuer's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer Issuers must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Issuer's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is Issuers are required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is Issuers are required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Issuer's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the aggregate principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer Issuers shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.164.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 4.15 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”a) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters of the Company (the last day of the second such fiscal quarter being referred to as a “the "Deficiency Date”"), the Parent’s Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth, then the Issuer must make an Offer to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the NotesCompany shall, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each such Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s Company's fiscal year), make an offer to all Holders to purchase (an "Offer") 10% of the aggregate principal amount of Securities originally issued (the "Offer Amount") at a purchase price of 100% of the principal amount of such Securities, plus accrued interest to the date of purchase. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or (unless required to remain open for such a longer period as required by applicable law. The Issuer is required to ) and the Company shall purchase for cash the Net Worth Offer Amount of the Notes Securities on a designated date (the "Offer Payment Date") no later than five Business Days business days after the termination of the Net Worth OfferOffer or, or if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes Securities then tendered; provided, however, that the Company shall not be obligated to purchase any of such Securities unless Holders of at least 10% of the Offer Amount of Securities shall have tendered and not subsequently withdrawn their Securities for repurchase. If the aggregate principal amount of Notes Securities tendered to the Company exceeds the Net Worth Offer Amount, the Issuer is required to Company shall purchase the Notes Securities tendered to it pro rata among the Notes such Securities tendered (with such adjustments as may be appropriate so that only Notes Securities in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable Federal and state securities laws in connection with each Offer. In no event shall the failure of the Parent’s Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. . (b) The Issuer Company may reduce the principal amount of Notes Securities to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed Securities acquired by the Issuer prior Company subsequent to the Deficiency Date through purchase (otherwise than under pursuant to this provision)Section 3.10 or Section 3.11 or 3.15 hereof) or exchange, and surrendered for cancellation. The IssuerCompany, however, may not credit Notes Securities that have been previously used as a credit against any obligation to repurchase Notes Securities pursuant to this provisionSection 3.10. The Issuer Company shall comply notify the Trustee prior to the making of any Offer whether the Company elects to reduce the principal amount of Securities to be purchased pursuant to an Offer as provided above and set forth the amount of the credit and the basis provided above for such credit (including identification of any previously cancelled Securities not theretofore made the basis for the credit), and shall deliver such Securities with applicable tender offer rulessuch notice. (c) The Company shall furnish the Trustee with an Officers' Certificate (upon which the Trustee may conclusively rely) notifying the Trustee that Consolidated Tangible Net Worth has declined below the Minimum Tangible Net Worth at the end of any fiscal quarter in which Consolidated Tangible Net Worth has so declined, including if such quarter is one of the requirements first three quarters of Rule 14e-1 under any fiscal year of the Exchange Act Company, within 55 days after the end of such quarter and, if such quarter is the fourth quarter of any fiscal year of the Company, within 100 days after the end of such fiscal year; provided, that the Trustee shall receive such Officers' Certificate at least 15 days prior to any Offer pursuant to Section 3.10(a) and any other applicable laws and regulations in connection with the purchase Notice of Notes Offer pursuant to a Net Worth OfferSection 3.10(d). To The Trustee shall notify the extent that Holders within 10 days after it receives each such notice. Failure to give such notice shall not affect the provisions obligations of any securities laws or regulations conflict with the Company pursuant to this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance3.10.