Common use of Purchase Right Clause in Contracts

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms of the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option During the period ending on the date two years after the Closing Date (the "Two-Year Period"), the Company shall not issue any additional shares of Common Stock Optionor preferred stock (other than pursuant to (1) employee/director compensation plan(s), including options, approved by a majority of the independent directors of the Company, (2) options, warrants and convertible debt outstanding on the Effective Date, (3) warrants granted in connection with commercially standard credit/financing arrangements approved by a majority of the board of directors and exercisable, in aggregate, into no more than the number of shares representing 5% of the outstanding Common Stock on the Effective Date and (4) after complying with the provisions of Sections 6.7 and 6.8, lock-up or option agreements in connection with a definitive acquisition agreement referred to in Section 6.7 and 6.8) unless (A) the Purchaser has first been offered (subject to the preemptive rights of the "Purchasers" under the Preferred Stock Purchase Agreement referred to in Section 9.6 to maintain their pro rata ownership in the Company) the right to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if shares (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due under terms and conditions at least as favorable to the failure of Purchaser as those proposed to be offered to any of the conditions thereto third party or otherwise), (ii) if such shares are proposed to be sold in an underwritten public offering, under terms and conditions at least as favorable to the Offer is consummated but Sub has not accepted for payment Purchaser as those proposed to be offered in the public offering and paid for the Shares or (iiiB) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any Purchaser does not accept such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 offer within ten-business days after the date of such offer. In addition, during the occurrence of such event, but Two-Year Period the Company shall not be exercisable in each case unless: (x) all waiting periods under without the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Purchaser's consent issue additional shares of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in or preferred stock to any person (other than the Offer Purchaser) in an amount necessary to satisfy the Minimum Condition in accordance which would, when aggregated with the terms Common Stock or preferred stock owned by such person, provide such person with more than 20% of the Merger fully diluted voting power of the Company. For the purposes of this Agreement, Sub shall thereafter purchase all (i) "voting power" means the ownership of shares of capital stock of the Shares then held by Company entitling the Stockholder no later than holder to vote for the date which is election of directors generally, (ii) any calculation of the third business day after percentage of "voting power" shall be based (both in the date numerator and denominator) on the number of shares possessing such consummation at a purchase price per Share equal voting power actually outstanding without regard to warrants, options or convertible securities and (iii) any calculation of the percentage of "fully diluted voting power" shall be based (both in the numerator and denominator) on the number of shares possessing such voting power that would be outstanding giving effect to the liquidation preference exercise or conversion of such share PLUS all accrued warrants, options and unpaid dividends thereon on the date of purchaseconvertible securities.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Scheduled Termination Date (as defined in accordance with its termsthe ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 101% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Stockholder identifying Credit Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) after the Offer is terminatedoccurrence and during the continuation of an Event of Default, abandoned the ABL Agent shall sell, lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Administrative Borrower shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the latest stated maturity date therefor (as determined by reference to the ABL Credit Agreement) (each such event described in accordance with its termsclauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shallTerm Secured Parties or any of them, in any such caseas applicable, become exercisable, in whole shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Administrative Borrower within ten (10) Business Days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended purchase (the "HSR Act"), required for “Purchasing Creditors”) and indicate the purchase of Shares upon the exercise percentage of the Stock Option ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have expired or been waived from the date of delivery thereof to and all other necessary governmental consents required for Sub including the date that is ten (10) Business Days after the Purchase Notice was received by the ABL Agent to purchase Shares upon the exercise all (but not less than all) of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option ABL Obligations pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses Section 3.8 (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingpurchase, the “Purchase Date”). (b) In On the event that Sub shall have purchased Shares Purchase Date, the ABL Agent and the ABL Secured Parties shall, subject to any required approval of Company Common Stock any Governmental Authority and any limitation in the Offer ABL Credit Agreement, in an each case then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount necessary to satisfy (at par and without premium) of all ABL Obligations then outstanding, including all accrued and unpaid interest and fees thereon, all in the Minimum Condition amounts specified by the ABL Agent and determined in accordance with the terms applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) indemnification obligations of the Merger ABL Loan Parties under the ABL Documents (other than on account of indemnification obligations for which no claim or demand has been made), (y) ABL Bank Product Obligations, or (z) issued and outstanding letters of credit issued under the ABL Credit Agreement but, with respect to this clause (z), not in any event in an amount greater than 105% of the aggregate undrawn amount of all such outstanding letters of credit (and in the case of clauses (x), (y) and (z) herein above, any excess of such cash collateral for such indemnification obligations, ABL Bank Product Obligations or letters of credit remaining at such time when there are no longer any such indemnification obligations, ABL Bank Product Obligations or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such indemnification obligations, ABL Bank Product Obligations or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense (A) resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not yet received final payment as of the Purchase Date, or (B) for any indemnification obligations (other than on account of indemnification obligations for unknown claims as of the Purchase Date), ABL Bank Product Obligations or letters of credit, to the extent that the cash collateral delivered pursuant to clauses (x), (y) and (z), above, are insufficient to pay such ABL Obligations in full, and (iv) assume the remaining commitments (if any) of the ABL Secured Parties to extend credit under the ABL Credit Agreement. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Secured Parties to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., Sub New York time, and interest shall thereafter be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the Collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the Collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only (i) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, (iii) that such Person has the right to assign the ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered, and (iv) such other representations, if any, as are set forth in the Assignment and Assumption (as defined in, and in the form annexed to, the ABL Credit Agreement as in effect on the date hereof). (d) Upon notice to the Loan Parties by the Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Loan Parties shall treat the applicable Term Secured Parties as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Secured Party and the ABL Agent agrees to enter into and deliver to the applicable Term Secured Parties on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Secured Party shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of the Shares then held rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (e) Notwithstanding the foregoing purchase of the ABL Obligations by the Stockholder no later than Purchasing Creditors, the date ABL Secured Parties shall retain those contingent indemnification obligations and other obligations owing or to be owing to them under the ABL Documents which is by their express terms would survive any repayment of the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) an Event of Default (as defined in the Offer is terminated, abandoned Term Loan/Cash Flow Revolver Agreement) under paragraph (g) or withdrawn by Parent or Sub (whether due to the failure h) of any Article VII of the conditions thereto Term Loan/Cash Flow Revolver Agreement has occurred and is continuing or otherwise), (ii) the Offer is consummated but Sub ABL Agent or any ABL Lender has not accepted for payment taken any action to Exercise Any Secured Creditor Remedies (each such event described in clauses (i) and paid for the Shares or (iiiii) the Merger Agreement is terminated in accordance with its termsherein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Loan/Cash Flow Revolver Lenders shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Priority Claims pursuant to this Section 6.8; provided, upon that such option shall expire if the Term Loan/Cash Flow Revolver Lenders fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent within fifteen (15) Business Days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Loan/Cash Flow Revolver Agent obtains actual knowledge of the occurrence of a Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Loan/Cash Flow Revolver Lenders committing to such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended purchase (the "HSR Act"), required for “Purchasing Creditors”) and indicate the purchase of Shares upon the exercise percentage of the Stock Option ABL Priority Claims to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Priority Claims) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 6.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have expired or been waived from the date of delivery thereof to and all other necessary governmental consents required for Sub including the date that is five (5) Business Days after the Purchase Notice was received by the ABL Agent to purchase Shares upon the exercise all (but not less than all) of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option ABL Priority Claims pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses Section 6.8 (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingpurchase, the “Purchase Date”). (b) In On the event that Sub shall have purchased Shares Purchase Date, the ABL Lenders shall, subject to any required approval of Company Common Stock any governmental authority and any limitation in the Offer ABL Credit Agreement, in an each case then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Priority Claims. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Lenders, as directed by the ABL Agent, in immediately available funds the full amount necessary to satisfy (at par and without premium) of all ABL Priority Claims then outstanding together with all accrued and unpaid interest and fees thereon, all in the Minimum Condition amounts specified by the ABL Agent and determined in accordance with the terms applicable ABL Loan Documents and (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines in accordance with the ABL Loan Documents is required to secure the ABL Lenders in connection with any issued and outstanding letters of credit issued under the ABL Credit Agreement but not in any event in an amount greater than 105% of the Merger aggregate undrawn amount of all such outstanding letters of credit (provided that any excess of such cash collateral for such letters of credit remaining at such time when there are no longer any such letters of credit outstanding shall be promptly paid over to the Term Loan/Cash Flow Revolver Agent). Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account prior to 1: 00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in this Section 6.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Lenders as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Lenders as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Lenders, severally as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall be limited to: (i) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (iii) that such Person has the right to assign the ABL Obligations being assigned by it and its assignment agreement has been duly authorized. (d) Upon notice to the Loan Parties by the Term Loan/Cash Flow Revolver Agent that the purchase of ABL Priority Claims pursuant to this Section 6.8 has been consummated by delivery of the purchase price to the ABL Agent (and ABL Agent’s confirmation of receipt of the purchase price), the Grantors shall treat the Purchasing Creditors as holders of the ABL Priority Claims and the Term Loan/Cash Flow Revolver Agent shall be deemed appointed to act in such capacity as the “agent”, “administrative agent” or “collateral agent” (or analogous capacity) (the “Replacement Agent”), as swingline lender (or analogous capacity)(the “Replacement Swingline Lender”) and as issuing lender (or analogous capacity) (the “Replacement Issuing Lender”) under the ABL Loan Documents, for all purposes hereunder and under each ABL Loan Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent”, “administrative agent” or “collateral agent” (or analogous capacity), the ABL swingline lender shall have no obligation to act as such replacement “swingline lender” (or analogous capacity) and no ABL issuing lender shall have an obligation to act as such replacement “issuing lender” (or analogous capacity) with respect to the issuance of any new letters of credit). In connection with any purchase of ABL Priority Claims pursuant to this Section 6.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Loan/Cash Flow Revolver Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and, at the expense of the Grantors, the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and all other records pertaining to the ABL Priority Claims to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Priority Claims pursuant to this Section 6.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” and “collateral agent” (or analogous capacity) for the ABL Lenders under the ABL Loan Documents, Sub the ABL swingline lender shall thereafter purchase be deemed to have resigned as ABL swingline lender (or analogous capacity) and each of the ABL issuing lenders shall be deemed to have resigned as an ABL issuing lender (or analogous capacity) with respect to the issuance of any new letters of credit; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of the Shares then held rights and benefits of a former “agent”, “administrative agent” or “collateral agent” (or analogous capacity), the ABL swingline lender shall be entitled to all of the rights and benefits of a swingline lender (or analogous capacity) for any periods during which it served as the swingline lender and each of the ABL issuing lenders shall be entitled to all of the rights and benefits of an issuing lender with respect to any outstanding letters of credit issued by it and for all periods during which it serves as an issuing lender, in each instance under the ABL Credit Agreement. (e) Notwithstanding the foregoing purchase of the ABL Priority Claims by the Stockholder no later than Purchasing Creditors, the date ABL Lenders shall retain those contingent indemnification obligations and other obligations under the ABL Loan Documents which is by their express terms would survive any repayment of the third business day after the date of such consummation at a purchase price per Share equal ABL Priority Claims pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 6.8.

Purchase Right. Without prejudice to the enforcement of Tenaska’s remedies, Tenaska agrees that following (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure acceleration of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition Junior Priority Obligations in accordance with the terms of the Merger Agreementapplicable Junior Priority Debt Document, Sub shall thereafter purchase all (b) a payment Event of Default (under and as defined in any applicable Junior Priority Debt Document) after giving effect to any applicable grace period, (c) the commencement of an Insolvency or Liquidation Proceeding, (d) the exercise of any Enforcement Action by Tenaska, or (e) the termination of any of the Shares then held Transaction Agreements by Tenaska (each, a “Purchase Event”), within thirty (30) days of the first of any such Purchase Event to occur, one or more of the Junior Priority Parties may request, and Tenaska hereby offers the Junior Priority Parties the option on a ratable basis consistent with their respective Junior Priority Obligations, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par (but excluding any rights of Tenaska with respect to indemnification and other obligations of the Company and Guarantors under the Transaction Agreements that are expressly stated to survive the termination of the Transaction Agreements). If less than all Junior Priority Parties have exercised such purchase right within thirty (30) days of such Purchase Event, the purchase right with respect to the Senior Obligations that were initially offered to such non-accepting Junior Priority Parties may be exercised, on a ratable or greater than ratable basis, within an additional ten (10) days by the Stockholder Junior Priority Parties that have exercised such purchase right. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Junior Priority Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of Tenaska and the purchasing Junior Priority Parties, in each case, at no later than cost or expense to the date which is Grantors. If none of the third business day after the date Junior Priority Parties exercises such right within thirty (30) days of such consummation at a purchase price per Share equal Purchase Event, Tenaska shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in its sole discretion in accordance with the Transaction Agreements and this Agreement. Each Grantor and Tenaska authorizes the purchasing Junior Priority Parties to execute all required assignment documentation on their behalf for purposes of taking assignment of the Senior Obligations and hereby agrees that no further consent from such Grantor or Tenaska shall be required. Notwithstanding anything to the liquidation preference contrary contained in this Section 5.07, under no circumstance shall the Junior Priority Parties have the purchase rights described in this Section 5.07 if such purchase would result, directly or indirectly, in the loss of such share PLUS all accrued any of the services being provided to the Borrower and unpaid dividends thereon on its Subsidiaries under the date of purchaseTransaction Agreements as in effect immediately prior thereto.

Purchase Right. (a) The Stockholder hereby grants With respect to Sub an irrevocable option (each issuance by the "Stock Option") to purchase Company, any direct or indirect Subsidiary of the Shares at a purchase price per Share (Company or any successor thereto, of any Purchase Right Securities, but excluding the "Purchase Price") equal to the liquidation preference issuance of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise)Reserved Plan Securities, (ii) any Equity Security distributed to the Offer is consummated but Sub has not accepted for holders of Equity Securities in their capacity as such without payment of consideration therefor, and paid for the Shares or (iii) any securities issued by a direct or indirect Subsidiary of the Merger Agreement Company to the Company or to any other Subsidiary of the Company that is terminated a wholly-owned (disregarding, for such purposes, any shares that are held by directors of such Subsidiary in accordance their capacity as such to satisfy foreign ownership requirements) direct or indirect Subsidiary of the Company, Purchaser shall have the right and option (the “Purchase Right”), which Purchase Right shall be irrevocable, subject to Section 2(d), to purchase from the Company, such Subsidiary or successor thereto, two percent (2%) of the aggregate number of shares, units, options, warrants, dollar amount or other unit of measure, as applicable, of [***] Certain information in this document has been omitted and filed separately with its termsthe Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Purchase Right Securities so issued. For the avoidance of doubt, and not in limitation thereof, the Purchase Right shall apply to the issuance of securities pursuant to (A) each of the Restricted Stock Plans and the Stock Option shall, in Plan only to the extent (i) any such caseplan is amended to increase the number of securities reserved for issuance thereunder and the Company issues securities thereunder not constituting Initial Reserved Plan Securities and (ii) any such securities issued after March 31, become exercisable2011 exceed the Additional Reserved Plan Securities, (B) any stock compensation plan, agreement or arrangement other than the Restricted Stock Plans and the Stock Option Plan adopted by the Company after August 16, 2007, (C) any transaction involving the issuance of Purchase Right Securities (other than any securities described in whole but not in part, upon clause (ii) of the first sentence of this Section 2(c)(i)) to occur of an Alliance Partner other than [***] and (D) any such event and remain exercisableother transaction, agreement or arrangement pursuant to which Purchase Right Securities (other than any securities described in whole but not in partclauses (i) - (iii), until the date which is 90 days after the date inclusive, of the occurrence first sentence of such eventthis Section 2(c)(i)) are issued by the Company, but shall not be exercisable apply in each any case unless: (x) all waiting periods under to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act subsequent issuance of 1976, as amended (the "HSR Act"), required for the purchase of Shares any underlying security upon the conversion, exchange, or exercise of a security to which the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement Purchase Right has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurredalready applied. In the event that Parent wishes the Purchase Right Securities whose issuance triggers the Purchase Right contain vesting requirements or otherwise permit or prohibit the purchase of securities prior to, during or after a specified period of time, then any Purchase Right Securities purchased by Purchaser in connection with the exercise of such Purchase Right shall vest or otherwise be exercisable during the same time period and at the same exercise price(s) as such Purchase Right Securities, it being understood that any vesting requirement relating to performance of services shall not apply to Purchaser; provided, however, that if such triggering transaction involves the granting of options to Company’s employees or BN’s employees, then such triggering transaction shall be treated as the issuance of the underlying securities, any vesting or exercise the Stock Optionprovisions in such options shall be disregarded with respect to Purchaser’s Purchase Right, Parent and such Purchase Right shall send a written notice apply with respect to the Stockholder identifying underlying securities only (calculated on a fully-diluted basis as though all underlying securities issuable upon exercise of the place options have been exercised). If the Purchase Right Securities contain such terms or conditions as would preclude their purchase by any party other than the party to whom issued in the transaction giving rise to the Purchase Right, the Purchase Right shall not extend to such securities provided that the Company shall make available to Purchaser for purchase pursuant to the closing Purchase Right, in lieu of such securities, other securities bearing substantially similar rights, seniority, priority, terms and conditions which are reasonably acceptable to Purchaser. Purchaser shall be entitled, in its sole discretion, to elect to purchase at least three business days prior less than all of the Purchase Right Securities determined to be available for purchase from time to time pursuant to the Purchase Right, provided that such closing. (b) In election shall not constitute a waiver of the event that Sub shall have purchased Shares right of Company Common Stock [***] Certain information in the Offer in an amount necessary to satisfy the Minimum Condition in accordance this document has been omitted and filed separately with the terms of Securities and Exchange Commission. Confidential treatment has been requested with respect to the Merger Agreement, Sub shall thereafter omitted portions. Purchaser to elect to purchase all of the Shares then held by the Stockholder no later than the date Purchase Right Securities which is the third business day after the date Purchaser may become entitled to purchase in connection with subsequent applications of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 2(c).

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure an Event of any of the conditions thereto or otherwise)Default occurs, (ii) a Default under Section 8.01(f) of the Offer is consummated but Sub has not accepted for payment and paid for the Shares or Credit Agreement occurs, (iii) the Merger Agreement is terminated in accordance Administrative Agent delivers a notice of its intent to commence any enforcement action with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first respect to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date all or a material portion of the occurrence of such eventCollateral, but shall not be exercisable in each case unless: (xiv) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition Obligations are accelerated in accordance with the terms of the Merger Credit Agreement, Sub or (v) any payment or demand for payment under this Guaranty is made (each such event, a “Trigger Event”), then, in any such case, the Guarantor shall thereafter purchase all have the right, but not the obligation, upon ten (10) calendar days’ advance written notice from the Guarantor (a “Purchase Notice”) to the Administrative Agent, for the benefit of the Shares then held by Secured Parties, to acquire from the Stockholder no later Secured Parties all (but not less than all) of the date which is Obligations in accordance with this SECTION 10 and subject to the third business day after satisfaction of the Purchase Conditions referred to below (the date of such consummation at a purchase price per Share equal to the liquidation preference and satisfaction of such share PLUS all accrued and unpaid dividends thereon on Purchase Conditions, which shall be the date specified by the Guarantor in the Purchase Notice and in any event shall not be more than fifteen (15) Business Days after receipt by the Administrative Agent of purchasethe Purchase Notice, is hereinafter referred to as the “Purchase Date”). The Purchase Notice, if given, shall be irrevocable. Upon receipt of such Purchase Notice, and in the absence of exigent circumstances, the Administrative Agent shall not commence any enforcement action with respect to all or a material portion of the Collateral or make further demand under this Guaranty. If the Administrative Agent does not receive a Purchase Notice within the ten (10) calendar day period commencing with the occurrence of a Trigger Event, the Guarantor’s right to purchase the Obligations as provided herein (and, for the avoidance of doubt, any agreement of the Administrative Agent in the foregoing sentence), shall expire at the end of such period in respect of such Trigger Event. As used herein, “Purchase Conditions” means (i) the purchase of all (but not less than all) of the Obligations in accordance with this SECTION 10, (ii) the execution and delivery of the general release of claims described in SECTION 10(c), and (iii) the execution and delivery of the Assignment Agreement(s) described in SECTION 10(e).

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option On July 15, 2009, 2014 and 2019, (each, a "SPECIFIC REPURCHASE DATE") each Holder shall have the right (the "Stock OptionPURCHASE Right") ), at the Holder's option, to require the Company to repurchase for cash, and upon the exercise of such right the Company shall purchase, all of such Holder's Notes not previously called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof (provided that no single Note may be purchased in part unless the portion of the principal amount of such Note to be Outstanding after such purchase the Shares is equal to $1,000 or an integral multiple thereof), at a purchase price per Share equal to 100% of the principal amount of the Notes to be purchased (the "Purchase PriceREPURCHASE PRICE") equal to the liquidation preference of such share PLUS all ), plus accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8Interest (including Additional Interest, if (iany) on those Notes to, but excluding the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due Specific Repurchase Date. Holders may submit their Notes for repurchase to the failure Paying Agent at any time from the opening of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing business on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice is 20 Business Days prior to the Stockholder identifying applicable Specific Repurchase Date until the place for close of business on the closing of such purchase at least three business days prior to such closingapplicable Specific Repurchase Date. (b) In the event that Sub a Change of Control (together with the Specific Repurchase Dates, "REPURCHASE EVENTS") shall occur, each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 11.2 hereof, to require the Company to purchase for cash, and upon the exercise of such right the Company shall purchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Note may be purchased Shares in part unless the portion of Company Common Stock in the Offer in principal amount of such Note to be Outstanding after such purchase is equal to $1,000 or an amount necessary to satisfy integral multiple thereof), on the Minimum Condition in accordance date (the "CHANGE OF CONTROL PURCHASE DATE"; together with the terms of Specific Repurchase Date, the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which "REPURCHASE DATE") that is the third business day a Business Day 20 Business Days after the date of such consummation at a purchase price per Share the Repurchase Event Notice for an amount equal to the liquidation preference sum of such share PLUS all (i) the Repurchase Price plus accrued and unpaid dividends thereon Interest and Additional Interest, if any, to, but excluding, the Change of Control Purchase Date, and (ii) the Make Whole Premium, if any; provided, however, that installments of Interest on Notes whose Stated Maturity is prior to or on the date Change of purchaseControl Purchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 2.1 hereof; and provided further, however, that a Change of Control of the type described in clause (i) or clause (iii) of the definition of the term "Change of Control" will not constitute a Repurchase Event if at least 90% of the consideration in the transaction or transactions constituting a Change of Control consists of shares of Capital Stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of the transaction or transactions, the Notes become convertible solely into such Capital Stock (and any rights attached thereto). (c) If the Holders have a repurchase right pursuant to this Section 11.1, the Company shall issue a press release through Dow Jones & Company, Inc, Business Wire or Bloomberg Business Nxxx (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the relevant information and make such information available on the Company's web site or through another public medium as the Company may use at such time.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS plus all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 90-day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms of the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS plus all accrued and unpaid dividends thereon on the date of purchase.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Required Lenders” (or similar term) (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid 30 days following the Maturity Date (as defined in accordance with its termsthe ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent within ten (10) Business Days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Facility Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure the ABL Secured Parties in connection with any (x) all waiting periods under contingent “Cash Management Obligations” (as defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired ABL Credit Agreement) or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 102% of the Stock Option pursuant to this Agreement. Provided aggregate undrawn amount of all such outstanding letters of credit (provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such contingent Secured Cash Management Services Obligations or letters of credit remaining at such time when there are no longer any such contingent Secured Cash Management Services Obligations or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Secured Cash Management Services Obligations or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written ABL Obligations being assigned by it and its assignment agreement has been duly authorized. (d) Upon notice to the Stockholder identifying Loan Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Loan Parties shall treat the Purchasing Creditors as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Facility Documentation, for all purposes hereunder and under each ABL Facility Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and, at the expense of the Loan Parties, the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Facility Documentation; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification obligations and other obligations under the ABL Facility Documentation which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal Without prejudice to the liquidation preference enforcement of such share PLUS all accrued the LC Secured Parties’ rights and unpaid dividends thereon on remedies, the date LC Secured Parties agree that following the occurrence of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure occurrence of any an Event of Default and acceleration of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition LC Obligations in accordance with the terms of the Merger AgreementLC Documents, Sub (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall thereafter have the right to elect to purchase all but not less than all of the outstanding LC Obligations, at par, without regard to any prepayment penalty or premium and without warranty, representation or recourse, for the Purchase Price (defined below); provided, with respect to any LC Obligations constituting Bank Product Obligations, at the time of any such purchase pursuant to this Section 7.19, the Bank Product Obligations shall have been terminated in accordance with their terms. The participating Notes Secured Parties shall irrevocably exercise each such purchase right by delivery of written notice of their intent to purchase the LC Obligations to the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) if any bankruptcy or payment default under the Notes Indenture has occurred and is continuing, 10 Business Days after LC Collateral Agent delivers written notice to the Notes Trustee that the LC Facility Secured Parties desire to sell or assign the LC Obligations and are actively seeking to identify one or more Persons to purchase and acquire its LC Obligations from such LC Facility Secured Parties. The parties shall close such purchase and sale within 20 Business Days (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that more than one Notes Secured Party elects to purchase the LC Obligations in accordance with this Section 7.19, unless otherwise agreed upon by such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligations. (b) On the date of such consummation at a purchase and sale (the “Purchase Date”), the participating Notes Secured Parties shall (i) pay to LC Collateral Agent (on behalf of all LC Facility Secured Parties) as the purchase price per Share equal therefor, the full amount of all the LC Obligations (other than LC Obligations cash collateralized in accordance with clause (b)(ii) below) then outstanding and unpaid, and (ii) furnish cash collateral to the liquidation preference LC Collateral Agent in such amounts as the LC Collateral Agent determines is reasonably necessary to secure the LC Secured Parties in connection with any issued and outstanding Letters of Credit (as defined in the LC Credit Agreement) (but not in any event in an amount greater than (I) 105% of the face amount of letters of credit denominated in a currency other than U.S. dollars and (II) 103% of the face amount with respect to letters of credit denominated in U.S. dollars. Such purchase price and cash collateral (collectively, the “Purchase Price”) shall be remitted by wire transfer in federal funds to such share PLUS all accrued bank account of the LC Collateral Agent as the LC Collateral Agent may designate in writing to the participating Notes Secured Parties for such purpose. Interest shall be calculated to but exclude the Business Day on which such purchase and unpaid dividends thereon sale shall occur. (c) Such purchase shall be expressly made without representation or warranty of any kind by the LC Secured Parties as to the LC Obligations or LC Documents so purchased or otherwise and without recourse to any LC Secured Party; except that each LC Secured Party shall represent and warrant: (i) the amount of the LC Obligations being purchased from such LC Secured Party, (ii) that such LC Secured Party owns the LC Obligations free and clear of any Liens, and (iii) that such LC Secured Party has the right to assign such LC Obligations and the assignment is duly authorized. (d) In the event that the participating Notes Secured Parties exercise and consummate the purchase option set forth in this Section 7.19, (i) LC Collateral Agent and any other agent under the LC Documents shall have the right, but not the obligation, to immediately resign under the LC Documents, and (ii) the participating Notes Secured Parties shall have the right, but not the obligation, to require LC Collateral Agent and such other agent to immediately resign under the LC Documents. (e) With respect to any cash collateral held under Section 7.4(b)(ii) above, after giving effect to any payment made and applied to amounts coming due with respect to any letters of credit (or termination thereof without a drawing thereon), the amount of any cash collateral then on deposit with the date LC Collateral Agent with respect to such obligations which exceeds the sum of purchase(x) 105% of the face amount of letters of credit denominated in a currency other than U.S. dollars and (y) 103% of the face amount with respect to letters of credit denominated in U.S. dollars, shall promptly be returned to the Notes Collateral Agent (for the benefit of the applicable Notes Secured Parties). (f) For the avoidance of doubt, notwithstanding anything to the contrary herein, (i) any obligations to pay the purchase price or furnish cash collateral in connection with the exercise of the purchase option set forth herein shall be obligations of the participating Notes Secured Parties (and not the Notes Trustee or the Notes Collateral Agent) and (ii) the Notes Trustee and the Notes Collateral Agent shall have no obligations under this Section 7.19 except to the extent they are required to act in an administrative agent capacity for the applicable Notes Secured Parties in accordance with the applicable Notes Documents.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Scheduled Termination Date (as defined in accordance with its termsthe ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase 27 Form of J. Crew ABL Intercreditor Agreement Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 101% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurredthat such Person has the right to assign the ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written 28 Form of J. Crew ABL Intercreditor Agreement (d) Upon notice to the Stockholder identifying Credit Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder By accepting the benefits of §20 of this Purchase Agreement, each Consenting OpCo Lender on behalf of itself and its direct and indirect successors and assigns hereby irrevocably grants to Sub an irrevocable option the Purchaser the Purchase Option set forth in this §21. (b) The Purchaser shall have the "Stock Option"right (but not the obligation) to purchase by way of assignment (and shall thereby also assume all funding commitments and obligations of the Shares Consenting OpCo Lenders under the OpCo Loan Documents), at a any time during the Exercise Period (as hereinafter defined), all, but not less than all, of the Designated OpCo Obligations, including, without limitation, all principal of all Designated OpCo Obligations outstanding at the time of purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS and all accrued and unpaid dividends interest, fees and expenses in respect of all Designated OpCo Obligations outstanding at the time of purchase, and as more particularly set forth in paragraph (e) below; provided, however, that the Acquiring Purchasers (as hereinafter defined) shall not be required to purchase any Designated OpCo Obligations belonging to any Defaulting Creditor, as set forth in paragraph (g) below. Such election shall occur by delivery of a notice (a “Purchase Option Notice”) during the Exercise Period, which Purchase Option Notice shall be addressed to each Consenting OpCo Lender at the notice address most recently provided by such Consenting OpCo Lender to the Purchaser in writing (or if no such notice address has been provided, to the OpCo Administrative Agent on behalf of such Consenting OpCo Lender), shall be signed by every Purchaser offering to make such purchase (each an “Acquiring Purchaser”, and collectively, the “Acquiring Purchasers”) and (i) indicate the percentage of the Designated OpCo Obligations to be purchased by each Acquiring Purchaser (which must equal 100 percent (100%) when added to the percentage of Designated OpCo Obligations owned by the Consenting OpCo Lenders to be purchased by all other Acquiring Purchasers) and (ii) state that (A) it is a Purchase Option Notice delivered pursuant to this §21 of this Purchase Agreement, (B) the Acquiring Purchasers are irrevocably offering to purchase all of the Designated OpCo Obligations at the Purchase Option Price in accordance with this §21, and (C) the date on which such purchase shall occur (the “Purchase Option Date”), which date shall not be less than five (5) Business Days, nor more than ten (10) Business Days, after the receipt by each Consenting OpCo Lender of the Purchase Option Notice (the period between delivery of the Purchase Option Notice and the proposed Purchase Option Date, being the “Purchase Option Period”). The Purchase Option will be allocated among the Acquiring Purchasers in the proportion they mutually agree upon, or, in the absence of agreement, in the ratio that each of the Acquiring Purchaser’s percentage share of the Obligations bears to the aggregate percentage shares of the Obligations held by all Acquiring Purchasers. (c) During the Purchase Option Period, no Consenting OpCo Lender shall direct the OpCo Administrative Agent to, and the Consenting OpCo Lenders shall request that the OpCo Administrative Agent not, complete any enforcement action against any Collateral (as defined in the OpCo Credit Agreement) (other than the exercise of control or a right of setoff over, or to sweep funds held in, any OpCo Obligor’s deposit or securities accounts), unless the Consenting Opco Lenders reasonably determine, in their sole discretion, that the failure to direct the completion of such proceeding or enforcement action would be materially prejudicial to the OpCo Lenders. (d) Subject to paragraph (f) below, the right to purchase the Designated OpCo Obligations as described in this §21 may be exercised by giving the Purchase Option Notice at any time during the period (the “Exercise Period”) commencing on the occurrence of a Purchase Option Event and ending on the forty-fifth (45th) day thereafter or, if earlier, the date that the occurrence giving rise to the Purchase Option Event is waived, cured or otherwise ceases to exist. (e) Any purchase pursuant to this §21 shall be made on the following terms and conditions: (i) The Purchase Option Price payable to each Consenting OpCo Lender shall be equal to the sum of (A) 100% of the Designated OpCo Obligations (including, without limitation, all accrued and unpaid interest thereon on through the date of purchase, including interest at the default rate, if applicable, and any applicable acceleration prepayment penalties or premiums, in each case, irrespective of whether a Proceeding has been commenced by or against any OpCo Obligor, and such amounts are allowed in such Proceeding) beneficially owned by such Consenting OpCo Lender through the date of purchase plus (B) any Exit Fee (as defined in that certain backstop letter dated March 27, 2011 among the OpCo Obligors party thereto, and Canyon Capital Advisors LCC) that would be payable to a Consenting OpCo Lender upon the redemption or other repayment (including, without limitation, as a result of an acceleration upon any Event of Default, including the commencement of a Proceeding by any OpCo Obligor) of any Designated OpCo Obligations, or under any other circumstance, (collectively, the “Purchase Option Price”). In addition, unless waived by the OpCo Administrative Agent, on the Purchase Option Date, the Purchaser shall provide cash collateral to the OpCo Administrative Agent to collateralize its reimbursement obligations under §5.1.4 of the OpCo Credit Agreement in cashan amount equal to 105% of the Purchased Letter of Credit Percentage of the Maximum Drawing Amount (as defined in the OpCo Credit Agreement (as in effect on the date hereof)). (ii) The Purchase Option Price shall be remitted by wire transfer of immediately available funds to the bank account(s) of each Consenting OpCo Lender, until as such Consenting OpCo Lender may designate in writing to the termination date Acquiring Purchaser(s) for such purpose (or if a Consenting OpCo Lender has not designated a bank account to the Purchaser in writing on or prior to the second (2nd) Business Day prior to the expiration of the Purchase Option Period, by wire transfer of immediately available funds to the OpCo Administrative Agent on behalf of such Consenting OpCo Lender). Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Acquiring Purchasers to the bank account designated by a Consenting OpCo Lender are received in such bank account prior to 1:00 p.m. (Eastern) and interest shall be calculated to and including such Business Day if the amounts so paid by the Acquiring Purchaser(s) to the bank account designated by such Consenting OpCo Lender are received in such bank account later than 1:00 p.m. (Eastern). (iii) The Purchase Option Price shall be accompanied by a waiver by each Acquiring Purchaser of all claims against each Consenting OpCo Lender arising out of this Purchase Agreement and the transactions contemplated hereby as a result of exercising the Purchase Option contemplated by this §21, other than (A) claims against a Consenting OpCo Lender arising out of a breach of any representation or warranty made by such Consenting OpCo Lender hereunder and (B) claims against a Defaulting Creditor. (iv) The purchase and sale contemplated hereby shall be made without recourse and without any representation or warranty whatsoever by any Consenting OpCo Lender, whether as to the enforceability of the Designated OpCo Obligations or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any Designated OpCo Obligations or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the OpCo Credit Agreement, in which case the Purchase Option Price shall be appropriately adjusted so that the Acquiring Purchaser or Acquiring Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the Designated OpCo Obligations. (v) The purchase and sale shall be made pursuant to and in accordance with §17.1(b) of the OpCo Credit Agreement, including without limitation, the parties duly executing and delivering a completed Assignment and Acceptance Agreement in the form attached as Exhibit H to the OpCo Credit Agreement; it being understood and agreed that each Consenting OpCo Lender shall retain all rights to indemnification as provided in the relevant OpCo Loan Documents for all periods prior to any assignment pursuant to the provisions of this §21. (f) The Purchase Option shall be exercisable only following a Purchase Option Event, and be legally enforceable as to a Consenting OpCo Lender, upon receipt by each Consenting OpCo Lender or, if a Consenting OpCo Lender has not provided a notice address to the Purchaser in writing, receipt by the OpCo Administrative Agent on behalf of such Consenting OpCo Lender, of a Purchase Option Notice (which notice, once delivered, shall be irrevocable and fully binding on the respective Acquiring Purchaser or Acquiring Purchasers) during the Exercise Period. Neither the OpCo Administrative Agent nor any other Consenting OpCo Lender shall have any disclosure obligation to any Acquiring Purchaser, or any other Purchaser in connection with any exercise of such Purchase Option. (g) The obligations of the Consenting OpCo Lenders to sell their respective Designated OpCo Obligations under this §21 are several and not joint and several. To the extent any Consenting OpCo Lender (a “Defaulting Creditor”) breaches its obligation to sell its Designated OpCo Obligations under this §21, nothing in this §21 shall be deemed to require the OpCo Administrative Agent or any other OpCo Lender to purchase such Defaulting Creditor’s Designated OpCo Obligations for resale to any Purchaser and in all cases, each Consenting OpCo Lender complying with the terms of this §21 shall not be deemed to be in default of this Purchase Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that the Acquiring Purchasers shall be required to purchase the Designated OpCo Obligations from the non-Defaulting Creditors only if the non-Defaulting Creditors hold, in the aggregate, not less than 50% of the then outstanding OpCo Obligations. Each of the Purchaser(s) may demand specific performance of this §21 and the Consenting OpCo Lenders hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which may be brought by the Purchaser(s) under this §21. (h) Each OpCo Obligor irrevocably consents to any assignment effected to one or more Acquiring Purchasers pursuant to this §21 for purposes of all OpCo Loan Documents and hereby agrees that no further consent from such OpCo Obligor shall be required. (i) If the Purchaser(s) (x) does not duly deliver the Purchase Option Notice during an Exercise Period, or (y) fails to consummate the purchase within the Purchase Option Period, the Consenting OpCo Lenders shall have no further obligations pursuant to this §21; provided, however, that nothing shall relieve the Purchaser(s) of its obligation to consummate the purchase, and any Consenting OpCo Lender may demand specific performance of this §21 and the Purchaser(s) hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which may be brought by any Consenting OpCo Lender under this §21. For the avoidance of doubt, the Purchase Option shall terminate forty-five (45) days after the commencement of a Proceeding by any OpCo Obligor, unless the Purchase Option has been duly exercised in accordance with this §21. Date: , 2011 From: Emmis Communication Corporation (“Party B”) To: (“Party A”) Re: Total Return Swap Transaction Dear Sir or Madam: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement, as published by the International Swaps and Derivatives Association, Inc. in 2002 (the “ISDA Form”), as if we had executed an agreement in such form on the Trade Date of this Transaction between us (but without any Schedule except for (a) the election of the laws of the State of New York as the governing law and United States Dollars as the Termination Currency, (b) the amendment of Section 13(b)(i)(2) to read “(2) if this Agreement is expressed to be governed by the laws of the State of New York, to the jurisdiction of the courts of the State of Indiana sitting in Xxxxxx County, Indiana, the court of the United States of America for the Southern District of Indiana and appellate courts having jurisdiction of appeals from any of the foregoing;”, (c) the replacement of “; and” in Section 13(b)(ii) with “.” and the deletion of Section 13(b)(iii), and (d) the agreement that notwithstanding Sections 5 and 6, if at any time and so long as a party to this Agreement (“X”) shall have satisfied in full all its payment and delivery obligations under Section 2(a)(i) and shall at the time have no future payment or delivery obligations, whether absolute or contingent, under such Section, then unless the other party (“Y”) is required pursuant to appropriate proceedings to return to X or otherwise returns to X upon demand of X any portion of any such payment or delivery, (i) the occurrence of an event described in Section 5(a) with respect to X or any Credit Support Provider or Specified Entity of X shall not constitute an Event of Default or Potential Event of Default with respect to X and (ii) Y shall be entitled to designate an Early Termination Date pursuant to Section 6 only as a result of the occurrence of a Termination Event set forth in Section 8. Until 5(b)(i) or 5(b)(ii) with respect to X as the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwiseAffected Party only), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise of any inconsistency between the Stock Optionprovisions of the ISDA Form and this Confirmation, Parent shall send a written notice to the Stockholder identifying the place this Confirmation will prevail for the closing purpose of such purchase at least three business days prior to such closingthis Transaction. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the 2. The terms of the Merger Agreementparticular Transaction to which this Confirmation relates are as follows: General Terms: Trade Date: [ ], Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase.2011 Effective Date: [ ], 2011 Scheduled Termination Date: [ ], 2016

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Intermediate Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date or similar term (as defined in accordance with its termsany ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term 39168701_7 Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 105% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated - 41 - 39168701_7 to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Stockholder identifying Credit Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification - 42 - 39168701_7 obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) after the Offer is terminatedoccurrence of an Event of Default, abandoned the ABL Agent shall sell, lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares an Insolvency Proceeding with respect to Warnaco or Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Revolving Loan Maturity Date (as defined in accordance with its termsthe ABL Credit Agreement) (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to Warnaco within ten (10) Business Days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended purchase (the "HSR Act"), required for “Purchasing Creditors”) and indicate the purchase of Shares upon the exercise percentage of the Stock Option ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have expired or been waived from the date of delivery thereof to and all other necessary governmental consents required for Sub including the date that is ten (10) Business Days after the Purchase Notice was received by the ABL Agent to purchase Shares upon the exercise all (but not less than all) of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option ABL Obligations pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses Section 3.8 (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingpurchase, the “Purchase Date”). (b) In On the event that Sub shall have purchased Shares Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of Company Common Stock any Governmental Authority and any limitation in the Offer ABL Credit Agreement or any other ABL Document, in an each case then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On the Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds (x) the full amount necessary to satisfy in the Minimum Condition relevant currencies (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the terms applicable ABL Documents and (y) without duplication of clause (x), the Merger Agreement, Sub shall thereafter purchase full amount in the relevant currencies (at par and without premium) of all of the Shares ABL Canadian Secured Obligations then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS outstanding together with all accrued and unpaid dividends thereon interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the ABL Canadian Credit Agreement or other applicable document governing or evidencing any such ABL Canadian Secured Obligations, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (w) indemnification obligations of the ABL Credit Parties under the ABL Documents, (x) ABL Cash Management Obligations and ABL Obligations under or in connection with ABL Hedging Agreements, (y) issued and outstanding letters of credit issued under the ABL Credit Agreement but, with respect to this clause (y), not in any event in an amount greater than 105% of the aggregate undrawn amount of all such outstanding letters of credit and (z) contingent guarantee obligations under any ABL Canadian Credit Agreement Guaranty and any other contingent obligations constituting ABL Canadian Secured Obligations, which amount in the case of this clause (z) with respect to contingent guarantee obligations under any ABL Canadian Credit Agreement Guaranty shall be the maximum amount of contingent guarantee obligations payable thereunder as determined by the ABL Agent, but with respect to guarantee obligations relating to issued and outstanding letters of credit issued under the ABL Canadian Credit Agreement shall not in any event be in an amount greater than 105% of the aggregate undrawn amount of all such outstanding letters of credit (and in the case of clauses (w), (x), (y) and (z) herein above, any excess of such cash collateral for such indemnification obligations, ABL Cash Management Obligations and ABL Obligations under or in connection with ABL Hedging Agreements, letters of credit, contingent guarantee obligations under any ABL Canadian Credit Agreement Guaranty or any other contingent obligations constituting ABL Canadian Secured Obligations remaining at such time when there are no longer any such indemnification obligations, ABL Cash Management Obligations and ABL Obligations under or in connection with ABL Hedging Agreements, letters of credit outstanding, ABL Canadian Credit Agreement Guaranties or any ABL Canadian Secured Obligations and there are no unreimbursed amounts then owing in respect of such indemnification obligations, ABL Cash Management Obligations and ABL Obligations under or in connection with ABL Hedging Agreements, drawings under such letters of credit, any ABL Canadian Credit Agreement Guaranties or any ABL Canadian Secured Obligations shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense (A) resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to any of the ABL Obligations under the ABL Credit Agreement, any other ABL Document or the ABL Canadian Credit Agreement or any other document governing or evidencing any ABL Canadian Secured Obligations and as to which the ABL Agent and ABL Secured Parties have not yet received final payment as of the Purchase Date, and (B) for any indemnification obligations, ABL Cash Management Obligations and ABL Obligations under or in connection with ABL Hedging Agreements, letters of credit, ABL Canadian Credit Agreement Guaranties or any ABL Canadian Secured Obligations, to the extent that the cash collateral delivered pursuant to clauses (w), (x), (y) and (z) above, are insufficient to pay such ABL Obligations and ABL Canadian Secured Obligations in full. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account or accounts of the ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account or accounts designated by the ABL Agent are received in such bank account or accounts prior to 11:00 a.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account or accounts designated by the ABL Agent are received in such bank account or accounts after 11:00 a.m., New York time. (c) Any purchase pursuant to the purchase option set forth in this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only (i) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it that has not been discharged at the time of or prior to such sale, and (iii) that such Person has the right to assign the ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Credit Parties by the Term Agent and the ABL Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price and other required amounts to the ABL Agent, the Credit Parties shall treat the Purchasing Creditors as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the Replacement Agent on behalf of the Purchasing Creditors on the date Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory Collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of purchaseits agent or bailee (other than the Term Agent), or turn over control as to any pledged Collateral, deposit accounts or securities accounts constituting Collateral of which it or its agent or bailee (other than the Term Agent) then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable, and all other records of outstanding amounts pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement or any other ABL Documents) shall be deemed to have resigned as an “agent” or “administrative agent” for the ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement or any other ABL Documents) shall be entitled to all of the rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement or such other ABL Document. (e) Notwithstanding the foregoing purchase of the ABL Obligations by the Purchasing Creditors, the ABL Secured Parties shall retain those contingent indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the ABL Obligations pursuant to this Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option On August 1 of 2008, 2013 and 2018, (each, a "SPECIFIC REPURCHASE DATE"), each Holder shall have the right (the "Stock OptionPURCHASE RIGHT") ), at the Holder's option, to require the Company to repurchase for cash, and upon the exercise of such right the Company shall purchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Security may be purchased in part unless the portion of the principal amount of such Security to be outstanding after such purchase the Shares is equal to $1,000 or an integral multiple thereof), at a purchase price per Share equal to 100% of the principal amount of the Securities to be purchased (the "Purchase PriceREPURCHASE PRICE") equal to the liquidation preference of such share PLUS all ), plus accrued and unpaid dividends thereon Interest on those Securities to, but excluding the date of purchase, payable in cash, until the termination date set forth in Section 8Specific Repurchase Date. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due Holders may submit their Securities for repurchase to the failure Paying Agent at any time from the opening of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing business on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice is 20 Business Days prior to the Stockholder identifying applicable Specific Repurchase Date until the place for close of business on the closing of such purchase at least three business days prior to such closingSpecific Repurchase Date. (b) In the event that Sub a Change in Control (together with the specific Repurchase Dates, the "REPURCHASE EVENTS") shall occur, each Holder shall have the Purchase Right, at the Holder's option, but subject to the provisions of Section 11.2 hereof, to require the Company to purchase, and upon the exercise of such right the Company shall purchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Security may be purchased Shares in part unless the portion of Company Common Stock in the Offer in principal amount of such Security to be outstanding after such purchase is equal to $1,000 or an amount necessary to satisfy integral multiple thereof), on the Minimum Condition in accordance date (the "CHANGE OF CONTROL PURCHASE Date" together with the terms of Specific Repurchase Date, the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder "REPURCHASE DATE") that is a Business Day no earlier than 20 days nor later than the date which is the third business day 60 days after the date of such consummation the Repurchase Election Form (as defined below) at a purchase price per Share equal to the liquidation preference of such share PLUS all Repurchase Price, plus accrued and unpaid dividends thereon Interest to, but excluding, the Change of Control Purchase Date; provided, however, that (i) installments of Interest on Securities whose Stated Maturity is prior to or on the date Change of purchaseControl Purchase Date shall be payable to the Holders of such Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 1 of the Form of Global Security attached hereto at Exhibit A. If the Holders have a Repurchase Right pursuant to this Section 11.2(b), the Company shall issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the relexxxx information and make such information available on the Company's website or through another public medium as the Company may use at such time.

Purchase Right. (a) The Each Stockholder hereby grants to Sub an -------------- irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, Applicable Merger Consideration until the termination date set forth in Section 89. Until the termination date set forth in Section 89, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its termsterms (other than as a result of a material breach of any representation, warranty, obligation, covenant, agreement or condition of the Merger Agreement by Parent or Sub), the Stock Option shall, in any such case, shall become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, exercisable until the date which is 90 60 days after the date of the occurrence termination of such eventthe Merger Agreement, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option upon such exercise shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commissionwaived, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have do not occurredexist, then the Stock Option shall be exercisable for the 90 60 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurreddo exist. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the each Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms of the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Scheduled Termination Date (as defined in accordance with its termsthe ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). 27 Form of J. Crew Intercreditor Agreement (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 101% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms of the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Intermediate Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date or similar term (as defined in accordance with its termsany ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). 39168701_7 (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 105% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Stockholder identifying Credit Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase 39168701_7 price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal i. Without prejudice to the liquidation preference enforcement of such share PLUS all accrued the LC Secured Parties’ rights and unpaid dividends thereon on remedies, the date LC Secured Parties agree that following the occurrence of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure occurrence of any an Event of Default and acceleration of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition LC Obligations in accordance with the terms of the Merger AgreementLC Documents, Sub (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall thereafter have the right to elect to purchase all but not less than all of the outstanding LC Obligations, at par, without regard to any prepayment penalty or premium and without warranty, representation or recourse, for the Purchase Price (defined below); provided, with respect to any LC Obligations constituting Bank Product Obligations, at the time of any such purchase pursuant to this Section 7.19, the Bank Product Obligations shall have been terminated in accordance with their terms. The participating Notes Secured Parties shall irrevocably exercise each such purchase right by delivery of written notice of their intent to purchase the LC Obligations to the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) if any bankruptcy or payment default under the Notes Indenture has occurred and is continuing, 10 Business Days after LC Collateral Agent delivers written notice to the Notes Trustee that the LC Facility Secured Parties desire to sell or assign the LC Obligations and are actively seeking to identify one or more Persons to purchase and acquire its LC Obligations from such LC Facility Secured Parties. The parties shall close such purchase and sale within 20 Business Days (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that more than one Notes Secured Party elects to purchase the LC Obligations in accordance with this Section 7.19, unless otherwise agreed upon by such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligations. ii. On the date of such consummation at a purchase and sale (the “Purchase Date”), the participating Notes Secured Parties shall (i) pay to LC Collateral Agent (on behalf of all LC Facility Secured Parties) as the purchase price per Share equal therefor, the full amount of all the LC Obligations (other than LC Obligations cash collateralized in accordance with clause (b)(ii) below) then outstanding and unpaid, and (ii) furnish cash collateral to the liquidation preference LC Collateral Agent in such amounts as the LC Collateral Agent determines is reasonably necessary to secure the LC Secured Parties in connection with any issued and outstanding Letters of Credit (as defined in the LC Credit Agreement) (but not in any event in an amount greater than (I) 105% of the face amount of letters of credit denominated in a currency other than U.S. dollars and (II) 103% of the face amount with respect to letters of credit denominated in U.S. dollars. Such purchase price and cash collateral (collectively, the “Purchase Price”) shall be remitted by wire transfer in federal funds to such share PLUS all accrued bank account of the LC Collateral Agent as the LC Collateral Agent may designate in writing to the participating Notes Secured Parties for such purpose. Interest shall be calculated to but exclude the Business Day on which such purchase and unpaid dividends thereon sale shall occur. iii. Such purchase shall be expressly made without representation or warranty of any kind by the LC Secured Parties as to the LC Obligations or LC Documents so purchased or otherwise and without recourse to any LC Secured Party; except that each LC Secured Party shall represent and warrant: (i) the amount of the LC Obligations being purchased from such LC Secured Party, (ii) that such LC Secured Party owns the LC Obligations free and clear of any Liens, and (iii) that such LC Secured Party has the right to assign such LC Obligations and the assignment is duly authorized. iv. In the event that the participating Notes Secured Parties exercise and consummate the purchase option set forth in this Section 7.19, (i) LC Collateral Agent and any other agent under the LC Documents shall have the right, but not the obligation, to immediately resign under the LC Documents, and (ii) the participating Notes Secured Parties shall have the right, but not the obligation, to require LC Collateral Agent and such other agent to immediately resign under the LC Documents. v. With respect to any cash collateral held under Section 7.4(b)(ii) above, after giving effect to any payment made and applied to amounts coming due with respect to any letters of credit (or termination thereof without a drawing thereon), the amount of any cash collateral then on deposit with the date LC Collateral Agent with respect to such obligations which exceeds the sum of purchase(x) 105% of the face amount of letters of credit denominated in a currency other than U.S. dollars and (y) 103% of the face amount with respect to letters of credit denominated in U.S. dollars, shall promptly be returned to the Notes Collateral Agent (for the benefit of the applicable Notes Secured Parties). vi. For the avoidance of doubt, notwithstanding anything to the contrary herein, (i) any obligations to pay the purchase price or furnish cash collateral in connection with the exercise of the purchase option set forth herein shall be obligations of the participating Notes Secured Parties (and not the Notes Trustee or the Notes Collateral Agent) and (ii) the Notes Trustee and the Notes Collateral Agent shall have no obligations under this Section 7.19 except to the extent they are required to act in an administrative agent capacity for the applicable Notes Secured Parties in accordance with the applicable Notes Documents.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option In the event that a Change in Control shall occur, each Holder shall have the right (the "Stock OptionPURCHASE RIGHT") ), at the Holder's option, but subject to the provisions of Section 11.2 hereof, to require the Company to purchase, and upon the exercise of such right the Company shall purchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the Principal thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Security may be purchased in part unless the portion of the Principal of such Security to be Outstanding after such purchase is equal to $1,000 or an integral multiple thereof), on the Shares at a purchase price per Share date (the "Purchase PriceCHANGE OF CONTROL PURCHASE DATE") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer that is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 a Business Day no earlier than 30 days nor later than 60 days after the date of the occurrence Change of such event, but shall not Control Notice at a purchase price equal to 100% of the Principal of the Securities to be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended purchased (the "HSR ActCHANGE OF CONTROL PURCHASE PRICE"), required for plus accrued and unpaid Interest and Additional Interest, if any, to, but excluding, the purchase Change of Shares Control Purchase Date; provided, however, that (i) if the Change of Control Purchase Date is an Interest Payment Date, installments of Interest and Additional Interest, if any, on the Securities shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 2.1 hereof and (ii) no Holder shall have a Purchase Right upon the exercise a Change of Control unless prior to any payment of the Stock Option Change of Control Purchase Price on the Change of Control Purchase Date the Company shall have expired or been waived made any applicable change of control offers required by the Company's Senior Debt and has purchased all other necessary governmental consents required Senior Debt validly tendered for Sub to purchase Shares upon the exercise payment in connection with such change of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingcontrol offers. (b) In Notwithstanding anything to the event contrary stated in this Section 11.1, the Company may elect to satisfy its obligation with respect to the Holders' Purchase Right (in cash or Applicable Stock or a combination thereof) by delivering to the applicable Holders the number of shares of Applicable Stock equal to (i) the Change of Control Purchase Price (to the extent not paid in cash) divided by (ii) 95% of the average of the Trading Prices per share of Applicable Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change of Control Purchase Date; provided, however that Sub shall have purchased Shares the Company may not elect to satisfy its obligations with respect to the Holders' Purchase Right by delivering any shares of Company Common Applicable Stock in respect thereof unless the Offer following conditions have been satisfied: (1) the Company has not given a Change of Control Notice of an election to pay entirely in cash and it timely gives a Change of Control Notice including an election to purchase all or a specified percentage of the Securities with shares of Applicable Stock as provided herein; (2) the shares of Applicable Stock have been registered under the Securities Act and the Exchange Act, in each case, if required; (3) the Applicable Stock has been listed on a national securities exchange or such shares of Applicable Stock have been admitted for quotation in an amount inter-dealer quotation system of any registered United States national securities association; (4) any necessary qualification or registration under applicable state securities laws has been obtained or an exemption from such qualification and registration is available; and (5) the Trustee has received an Officers' Certificate and an Opinion of Counsel each stating that the shares of Applicable Stock to satisfy be issued by the Minimum Condition Company in accordance with payment of the Change of Control Purchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Merger Agreement, Sub shall thereafter purchase all this Indenture in payment of the Shares then held by Change of Control Purchase Price in respect of the Stockholder no later than Securities, will be validly issued, fully paid and non-assessable to such counsel's knowledge, free from preemptive rights under the date which is certificate of incorporation or corresponding organizational document of the Company or the surviving corporation or any of the Reviewed Agreements, and, in the case of such Officers' Certificate, shall also set forth the number of shares of Applicable Stock to be issued for each $1,000 amount of Principal of Securities and the Trading Prices per share of Applicable Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change of Control Purchase Date. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the last day after prior to the date Change of Control Purchase Date and the Company has elected to purchase the Securities pursuant to this Section 11.1 through the issuance of shares of Applicable Stock, the Company shall pay the entire Change of Control Purchase Price of the Securities of such consummation at Holder or Holders in cash. Upon determination of the actual number of shares of Applicable Stock to be issued upon purchase of Securities pursuant to this Section 11.1, the Company shall be required to disseminate a purchase price per Share equal to press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this inforxxxxxn or publish the liquidation preference of such share PLUS all accrued and unpaid dividends thereon information on the date of purchaseCompany's Web site or through such other public medium as the Company may use at that time.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Scheduled Termination Date or similar term (as defined in accordance with its termsany ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 101% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Stockholder identifying Credit Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) the Offer is terminatedABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, abandoned lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Intermediate Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date or similar term (as defined in accordance with its termsany ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) business days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such eventpurchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but shall not be exercisable less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case unless: then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired contingent Other Liabilities or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall issued and outstanding letters of credit issued under the ABL Credit Agreement but not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise event in an amount greater than 105% of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, aggregate undrawn amount of all such outstanding letters of credit (and in the event that the Stock Option is not exercisable because the circumstances described in case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not occurred, then yet received final payment as of the Stock Option Purchase Date. Such purchase price shall be exercisable remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the 90 day period commencing on benefit of the date that ABL Secured Parties) as the circumstances ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in clauses this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (xi) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (yiii) have occurred. In that such Person has the event that Parent wishes right to exercise assign the Stock Option, Parent shall send a written ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Stockholder identifying Credit Parties by the place Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent” or “administrative agent” for the closing ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of such purchase at least three business days prior to such closingthe rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (be) In Notwithstanding the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms foregoing purchase of the Merger AgreementABL Obligations by the Purchasing Creditors, Sub the ABL Secured Parties shall thereafter purchase all retain those contingent indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS plus all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the Offer is terminated, abandoned or withdrawn by Parent or Sub (whether due to the failure of any of the conditions thereto or otherwise), (ii) the Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closing. (b) In the event that Sub shall have purchased Shares of Company Common Stock in the Offer in an amount necessary to satisfy the Minimum Condition in accordance with the terms of the Merger Agreement, Sub shall thereafter purchase all of the Shares then held by the Stockholder no later than the date which is the third business day after the date of such consummation at a purchase price per Share equal to the liquidation preference of such share PLUS plus all accrued and unpaid dividends thereon on the date of purchase.

Purchase Right. (a) The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if If (i) after the Offer is terminatedoccurrence of an Event of Default, abandoned the ABL Agent shall sell, lease, license or withdrawn by Parent dispose of all or Sub (whether due to the failure of any substantially all of the conditions thereto ABL Priority Collateral by private or otherwise)public sale, (ii) an Insolvency Proceeding with respect to the Offer is consummated but Sub has not accepted for payment and paid for the Shares Borrower or Holdings shall have occurred or shall have been commenced, or (iii) the Merger ABL Obligations under the ABL Credit Agreement is terminated shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Scheduled Termination Date (as defined in accordance with its termsthe ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Stock Option shall, in any such case, become exercisable, in whole Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not in partless than all) of the ABL Obligations pursuant to this Section 3.8; provided, upon that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Borrower within ten (10) Business Days following the first to occur of any such event and remain exercisable, in whole but not in part, until date the date which is 90 days after the date Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended purchase (the "HSR Act"), required for “Purchasing Creditors”) and indicate the purchase of Shares upon the exercise percentage of the Stock Option ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have expired or been waived from the date of delivery thereof to and all other necessary governmental consents required for Sub including the date that is ten (10) Business Days after the Purchase Notice was received by the ABL Agent to purchase Shares upon the exercise all (but not less than all) of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option ABL Obligations pursuant to this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses Section 3.8 (x) and (y) have not occurred, then the Stock Option shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingpurchase, the “Purchase Date”). (b) In On the event that Sub shall have purchased Shares Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of Company Common Stock any Governmental Authority and any limitation in the Offer ABL Credit Agreement, in an each case then in effect, if any, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount necessary to satisfy (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the Minimum Condition amounts specified by the ABL Agent and determined in accordance with the terms applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) indemnification obligations of the Merger ABL Credit Parties under the ABL Documents, (y) ABL Cash Management Obligations and ABL Hedging Obligations, or (z) issued and outstanding letters of credit issued under the ABL Credit Agreement but, with respect to this clause (z), not in any event in an amount greater than 103% of the aggregate undrawn amount of all such outstanding letters of credit (and in the case of clauses (x), (y) and (z) herein above, any excess of such cash collateral for such indemnification obligations, ABL Cash Management Obligations and ABL Hedging Obligations or letters of credit remaining at such time when there are no longer any such indemnification obligations, ABL Cash Management Obligations and ABL Hedging Obligations or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such indemnification obligations, ABL Cash Management Obligations and ABL Hedging Obligations or drawings under such letters of credit shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense (A) resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not yet received final payment as of the Purchase Date, or (B) for any indemnification obligations, ABL Cash Management Obligations and ABL Hedging Obligations or letters of credit, to the extent that the cash collateral delivered pursuant to clauses (x), (y) and (z), above, are insufficient to pay such ABL Obligations in full. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent and warrant only (i) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien on any ABL Obligations being sold by it, and (iii) that such Person has the right to assign the ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Upon notice to the Credit Parties by the Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement, Sub ) shall thereafter purchase be deemed to have resigned as an “agent” or “administrative agent” for the ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of the Shares then held rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement. (e) Notwithstanding the foregoing purchase of the ABL Obligations by the Stockholder no later than Purchasing Creditors, the date ABL Secured Parties shall retain those contingent indemnification obligations and other obligations under the ABL Documents which is by their express terms would survive any repayment of the third business day after the date of such consummation at a purchase price per Share equal ABL Obligations pursuant to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasethis Section 3.8.

Purchase Right. (a) The Stockholder By accepting the benefits of §20 of this Purchase Agreement, each Consenting OpCo Lender on behalf of itself and its direct and indirect successors and assigns hereby irrevocably grants to Sub an irrevocable option the Purchaser the Purchase Option set forth in this §21. (b) The Purchaser shall have the "Stock Option"right (but not the obligation) to purchase by way of assignment (and shall thereby also assume all funding commitments and obligations of the Shares Consenting OpCo Lenders under the OpCo Loan Documents), at a any time during the Exercise Period (as hereinafter defined), all, but not less than all, of the Designated OpCo Obligations, including, without limitation, all principal of all Designated OpCo Obligations outstanding at the time of purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS and all accrued and unpaid dividends interest, fees and expenses in respect of all Designated OpCo Obligations outstanding at the time of purchase, and as more particularly set forth in paragraph (e) below; provided, however, that the Acquiring Purchasers (as hereinafter defined) shall not be required to purchase any Designated OpCo Obligations belonging to any Defaulting Creditor, as set forth in paragraph (g) below. Such election shall occur by delivery of a notice (a “Purchase Option Notice”) during the Exercise Period, which Purchase Option Notice shall be addressed to each Consenting OpCo Lender at the notice address most recently provided by such Consenting OpCo Lender to the Purchaser in writing (or if no such notice address has been provided, to the OpCo Administrative Agent on behalf of such Consenting OpCo Lender), shall be signed by every Purchaser offering to make such purchase (each an “Acquiring Purchaser”, and collectively, the “Acquiring Purchasers”) and (i) indicate the percentage of the Designated OpCo Obligations to be purchased by each Acquiring Purchaser (which must equal 100 percent (100%) when added to the percentage of Designated OpCo Obligations owned by the Consenting OpCo Lenders to be purchased by all other Acquiring Purchasers) and (ii) state that (A) it is a Purchase Option Notice delivered pursuant to this §21 of this Purchase Agreement, (B) the Acquiring Purchasers are irrevocably offering to purchase all of the Designated OpCo Obligations at the Purchase Option Price in accordance with this §21, and (C) the date on which such purchase shall occur (the “Purchase Option Date”), which date shall not be less than five (5) Business Days, nor more than ten (10) Business Days, after the receipt by each Consenting OpCo Lender of the Purchase Option Notice (the period between delivery of the Purchase Option Notice and the proposed Purchase Option Date, being the “Purchase Option Period”). The Purchase Option will be allocated among the Acquiring Purchasers in the proportion they mutually agree upon, or, in the absence of agreement, in the ratio that each of the Acquiring Purchaser’s percentage share of the Obligations bears to the aggregate percentage shares of the Obligations held by all Acquiring Purchasers. (c) During the Purchase Option Period, no Consenting OpCo Lender shall direct the OpCo Administrative Agent to, and the Consenting OpCo Lenders shall request that the OpCo Administrative Agent not, complete any enforcement action against any Collateral (as defined in the OpCo Credit Agreement) (other than the exercise of control or a right of setoff over, or to sweep funds held in, any OpCo Obligor’s deposit or securities accounts), unless the Consenting Opco Lenders reasonably determine, in their sole discretion, that the failure to direct the completion of such proceeding or enforcement action would be materially prejudicial to the OpCo Lenders. (d) Subject to paragraph (f) below, the right to purchase the Designated OpCo Obligations as described in this §21 may be exercised by giving the Purchase Option Notice at any time during the period (the “Exercise Period”) commencing on the occurrence of a Purchase Option Event and ending on the forty-fifth (45th) day thereafter or, if earlier, the date that the occurrence giving rise to the Purchase Option Event is waived, cured or otherwise ceases to exist. (e) Any purchase pursuant to this §21 shall be made on the following terms and conditions: (i) The Purchase Option Price payable to each Consenting OpCo Lender shall be equal to the sum of (A) 100% of the Designated OpCo Obligations (including, without limitation, all accrued and unpaid interest thereon on through the date of purchase, payable in cash, until including interest at the termination date set forth in Section 8. Until the termination date set forth in Section 8default rate, if applicable, and any applicable acceleration prepayment penalties or premiums, in each case, irrespective of whether a Proceeding has been commenced by or against any OpCo Obligor, and such amounts are allowed in such Proceeding) beneficially owned by such Consenting OpCo Lender through the date of purchase plus (iB) any Exit Fee (as defined in that certain backstop letter dated March 27, 2011 among the Offer is terminatedOpCo Obligors party thereto, abandoned and Canyon Capital Advisors LCC) that would be payable to a Consenting OpCo Lender upon the redemption or withdrawn other repayment (including, without limitation, as a result of an acceleration upon any Event of Default, including the commencement of a Proceeding by Parent any OpCo Obligor) of any Designated OpCo Obligations, or Sub under any other circumstance, (whether due collectively, the “Purchase Option Price”). In addition, unless waived by the OpCo Administrative Agent, on the Purchase Option Date, the Purchaser shall provide cash collateral to the failure of any OpCo Administrative Agent to collateralize its reimbursement obligations under §5.1.4 of the conditions thereto or otherwiseOpCo Credit Agreement in an amount equal to 105% of the Purchased Letter of Credit Percentage of the Maximum Drawing Amount (as defined in the OpCo Credit Agreement (as in effect on the date hereof), ). (ii) The Purchase Option Price shall be remitted by wire transfer of immediately available funds to the Offer is consummated but Sub bank account(s) of each Consenting OpCo Lender, as such Consenting OpCo Lender may designate in writing to the Acquiring Purchaser(s) for such purpose (or if a Consenting OpCo Lender has not accepted for payment designated a bank account to the Purchaser in writing on or prior to the second (2nd) Business Day prior to the expiration of the Purchase Option Period, by wire transfer of immediately available funds to the OpCo Administrative Agent on behalf of such Consenting OpCo Lender). Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid for by the Shares or Acquiring Purchasers to the bank account designated by a Consenting OpCo Lender are received in such bank account prior to 1:00 p.m. (Eastern) and interest shall be calculated to and including such Business Day if the amounts so paid by the Acquiring Purchaser(s) to the bank account designated by such Consenting OpCo Lender are received in such bank account later than 1:00 p.m. (Eastern). (iii) The Purchase Option Price shall be accompanied by a waiver by each Acquiring Purchaser of all claims against each Consenting OpCo Lender arising out of this Purchase Agreement and the Merger Agreement is terminated transactions contemplated hereby as a result of exercising the Purchase Option contemplated by this §21, other than (A) claims against a Consenting OpCo Lender arising out of a breach of any representation or warranty made by such Consenting OpCo Lender hereunder and (B) claims against a Defaulting Creditor. (iv) The purchase and sale contemplated hereby shall be made without recourse and without any representation or warranty whatsoever by any Consenting OpCo Lender, whether as to the enforceability of the Designated OpCo Obligations or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any Designated OpCo Obligations or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the OpCo Credit Agreement, in which case the Purchase Option Price shall be appropriately adjusted so that the Acquiring Purchaser or Acquiring Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the Designated OpCo Obligations. (v) The purchase and sale shall be made pursuant to and in accordance with its terms§17.1(b) of the OpCo Credit Agreement, including without limitation, the Stock Option shall, parties duly executing and delivering a completed Assignment and Acceptance Agreement in the form attached as Exhibit H to the OpCo Credit Agreement; it being understood and agreed that each Consenting OpCo Lender shall retain all rights to indemnification as provided in the relevant OpCo Loan Documents for all periods prior to any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Stock Option assignment pursuant to the provisions of this Agreement. Provided that this Agreement has not been terminated, in the event that the Stock Option is not exercisable because the circumstances described in clauses §21. (xf) and (y) have not occurred, then the Stock The Purchase Option shall be exercisable for only following a Purchase Option Event, and be legally enforceable as to a Consenting OpCo Lender, upon receipt by each Consenting OpCo Lender or, if a Consenting OpCo Lender has not provided a notice address to the 90 day period commencing Purchaser in writing, receipt by the OpCo Administrative Agent on behalf of such Consenting OpCo Lender, of a Purchase Option Notice (which notice, once delivered, shall be irrevocable and fully binding on the date that respective Acquiring Purchaser or Acquiring Purchasers) during the circumstances set forth Exercise Period. Neither the OpCo Administrative Agent nor any other Consenting OpCo Lender shall have any disclosure obligation to any Acquiring Purchaser, or any other Purchaser in clauses (x) and (y) have occurred. In the event that Parent wishes to connection with any exercise the Stock Option, Parent shall send a written notice to the Stockholder identifying the place for the closing of such purchase at least three business days prior to such closingPurchase Option. (bg) In The obligations of the event that Sub Consenting OpCo Lenders to sell their respective Designated OpCo Obligations under this §21 are several and not joint and several. To the extent any Consenting OpCo Lender (a “Defaulting Creditor”) breaches its obligation to sell its Designated OpCo Obligations under this §21, nothing in this §21 shall have purchased Shares of Company Common Stock be deemed to require the OpCo Administrative Agent or any other OpCo Lender to purchase such Defaulting Creditor’s Designated OpCo Obligations for resale to any Purchaser and in the Offer in an amount necessary to satisfy the Minimum Condition in accordance all cases, each Consenting OpCo Lender complying with the terms of this §21 shall not be deemed to be in default of this Purchase Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that the Merger AgreementAcquiring Purchasers shall be required to purchase the Designated OpCo Obligations from the non-Defaulting Creditors only if the non-Defaulting Creditors hold, Sub shall thereafter purchase all in the aggregate, not less than 50% of the Shares then held outstanding OpCo Obligations. Each of the Purchaser(s) may demand specific performance of this §21 and the Consenting OpCo Lenders hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which may be brought by the Stockholder Purchaser(s) under this §21. (h) Each OpCo Obligor irrevocably consents to any assignment effected to one or more Acquiring Purchasers pursuant to this §21 for purposes of all OpCo Loan Documents and hereby agrees that no later than further consent from such OpCo Obligor shall be required. (i) If the date Purchaser(s) (x) does not duly deliver the Purchase Option Notice during an Exercise Period, or (y) fails to consummate the purchase within the Purchase Option Period, the Consenting OpCo Lenders shall have no further obligations pursuant to this §21; provided, however, that nothing shall relieve the Purchaser(s) of its obligation to consummate the purchase, and any Consenting OpCo Lender may demand specific performance of this §21 and the Purchaser(s) hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which is may be brought by any Consenting OpCo Lender under this §21. For the third business day avoidance of doubt, the Purchase Option shall terminate forty-five (45) days after the date commencement of such consummation at a purchase price per Share equal to Proceeding by any OpCo Obligor, unless the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchasePurchase Option has been duly exercised in accordance with this §21.