Common use of Repayment of Indebtedness Clause in Contracts

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall provide and make available to the Company in immediately available funds an amount equal to that which is necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “Company Debt”) in accordance with the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Repayment of Indebtedness. In connection with with, and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate of Parent to) provide and make available to the Company agents under the Existing Credit Agreement specified in the Payoff Letter immediately available funds in an amount equal to the Debt Payoff Amount no later than the Effective Time and in accordance with the Payoff Letter. The Company shall not later than the date that is two (2) Business Days prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which is necessary for Payoff Letter (x) need not be executed by such agents until the Company Closing Date and its Subsidiaries (y) shall set forth the aggregate amount required to repay and discharge satisfy in full all amounts outstanding or otherwise due and owing pursuant to the terms such indebtedness of the Existing Credit Agreement Company or any of its Subsidiaries (including, without limitation, including the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (to be discharged at the “Company Debt”) in accordance with the Payoff Letter relating theretoClosing, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) ), together with payoff instructions for making such payment on the Closing Date and shall cause all Liens Liens, guarantees and other obligations arising under the Existing Credit Agreement and related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect upon receipt of the Company’s or any of its Subsidiaries’ existing letters of credit) Debt Payoff Amount in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Repayment of Indebtedness. (a) In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to that which is the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect financing arrangements set forth on Section 6.13 of the Company’s or any of its Subsidiaries’ existing letters of credit) Company Disclosure Letter (the “Company Debt”) in accordance with the Payoff Letter relating thereto), including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto). Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in counterparties under the relevant Payoff Letter Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, shall on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing and provide for the automatic release of Liens upon the payment of such amount. (b) The Company shall use its reasonable best efforts to: (i) prior to Closing, together assist Parent in preparing to, following Closing, issue a notice of redemption for the aggregate principal amount of any of the Company Notes requested by Parent in writing, pursuant to the indentures governing the Company Notes (the “Company Indentures”) in order to effect a redemption and (ii) other than (A) the payment of funds by the Company or any of its Subsidiaries or Affiliates towards the redemption and/or satisfaction and discharge of the Company Notes under the Company Indentures, as applicable, and (B) requiring the Company to cause its counsel to deliver any legal opinions in connection with pay-off instructions for making this Section 6.13(b), provide such repayment other cooperation reasonably requested by Parent to facilitate the redemption of the Company Notes (and/or, if elected by Parent, the satisfaction and discharge of any Company Indenture) following the Effective Time; provided that, in each case, Parent shall provide the Company the opportunity to review and comment on such notices and any other documents in connection with this Section 6.13(b) reasonably in advance of their delivery, without the Closing DateCompany being required to request such documents from Parent, and, after review and consultation, Parent shall accept, in all material respects, the Company’s comments. The Company shall not be required to take any action (i) until Parent has provided forms of the notice of redemption and other related documents or (ii) if the Company determines that such action would reasonably be expected to violate the terms of any Contract to which the Company or any of its Subsidiaries is a party.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall provide and make available (a) Prior to the Company in immediately available funds an amount equal to that which is necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “Company Debt”) in accordance with the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentenceClosing, the Company shall pay (have repaid all Company Debt such that as of immediately prior to or shall cause to be paid) at the Debt Payoff Amount to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date Closing, the Company receives such Debt Payoff Amount, but no sooner than the Effective Timeshall not have any outstanding Company Debt. The Company shall, on or shall at least three (3) Business Days prior to the Closing Date, provide Parent Acquiror with a customary payoff letter letter, in a form reasonably acceptable to Acquiror and with customary lien releases, from the lender under the Existing Credit Agreement (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement), which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement Debt to be discharged at the Closing. (b) At the Closing, together the Company shall deposit an amount in cash equal to the Company PPP Loan Maximum Amount in escrow with paythe Company PPP Loan Escrow Agent (the “Company PPP Loan Escrow Fund”) in accordance with applicable Laws and other contractual requirements under the Company PPP Loan and shall have obtained the requisite consent of the Company PPP Lender with respect to the change in ownership of the Company. The Company PPP Loan Escrow Fund shall constitute security for the Company PPP Loan Amount pending the outcome, as determined by the United States Small Business Administration (the “SBA”), of the application for forgiveness submitted by the Company prior to the execution and delivery of this Agreement, a true and complete copy of which has been made available to Acquiror (the “Forgiveness Application”). In accordance with, and subject to the terms and conditions of the Company PPP Loan Escrow Agreement, the Contributor and the Company shall jointly instruct the PPP Loan Escrow Agent to: (i) if the obligations under the Company PPP Loan become due and payable, draw upon the Company PPP Loan Escrow Fund to satisfy the Company PPP Loan Amount in full; (ii) upon a determination by the SBA with respect to the Forgiveness Application, draw upon the Company PPP Loan Escrow Fund to satisfy any portion of the Company PPP Loan Amount that is not forgiven and disburse to the Contributor the balance of the Company PPP Loan Escrow Fund; or (iii) upon the occurrence of the one-off instructions for making such repayment on year anniversary of the Closing Dateprior to a determination by the SBA with respect to the Forgiveness Application, draw upon the Company PPP Loan Escrow Fund to satisfy the Company PPP Loan Amount in full and disburse to the Contributor the balance of the Company PPP Loan Escrow Fund, if any. Notwithstanding the terms of the Company PPP Loan Escrow Agreement, the Contributor shall be responsible for any and all obligations of the Company (including following the Closing) pursuant to the Company PPP Loan and Company PPP Escrow Agreement, including, without limitation, the fees and expenses of the Company PPP Loan Escrow Agent (collectively, the “PPP Loan Costs”). Without the prior written consent of Acquiror, the Contributor shall not amend, modify or waive any provision of the Company PPP Escrow Agreement or issue a disbursement instruction to the PPP Loan Escrow Agent. (c) If any amount due under the Company PPP Loan is irrevocably forgiven pursuant to the Forgiveness Application during the Interim Period (the “Pre-Closing Net Forgiveness Amount”), then the Contributor shall promptly, and in any event prior to the Closing, repay the balance of the Company PPP Loan Amount that remains outstanding after subtracting the Pre-Closing Net Forgiveness Amount in compliance with applicable Laws.

Repayment of Indebtedness. (a) In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to that which is the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect financing arrangements set forth on Section 5.11 of the Company’s or any of its Subsidiaries’ existing letters of credit) Company Disclosure Letter (the “Company Debt”) in accordance with the Payoff Letter relating thereto), including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder thereunder, subject to the outcome of the Credit Agreement Consent Solicitation (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto). Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in counterparties under the relevant Payoff Letter Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shallshall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (x) if required in connection with the Debt Financing and if the Credit Agreement Consent Solicitation is not successful, a customary payoff letter and any related release documents (collectively, the “ABL Payoff Letter”) from the agents on behalf agent under the Existing ABL Credit Agreement and (y) a customary payoff letter and any related release documents (collectively, the “TLB Payoff Letter”) from the agent under the Existing TLB Credit Agreement. Each of the financial institutions or other lenders party to the Existing Credit Agreement, which ABL Payoff Letter (if applicable) and TLB Payoff Letter shall set forth specify the aggregate amount required to satisfy of the Company’s obligations (including principal, interest, fees, expenses, premium (if any) and other amounts payable in full all respect of such indebtedness) that will be outstanding under such indebtedness as of the Closing and providing for a release of all Liens and guarantees thereunder upon the receipt of the respective payoff amounts specified in the ABL Payoff Letter and TLB Payoff Letter, as applicable. (b) The Company shall use its reasonable best efforts upon Parent’s written request to prior to Closing: (i)(x) issue a notice of redemption for the aggregate principal amount of any of the Company Notes requested by Parent in writing, pursuant to the indentures governing the Company Notes (it being understood that the Company’s 8.820% debentures due 2031 are not redeemable pursuant to their terms) (the “Company Indentures”) in order to effect a redemption at or after Closing and (y) issue any change of its Subsidiaries control offer pursuant to the terms, if any, of the Company Indentures (which offer notice may, pursuant to the terms of the Company Indentures, be issued prior to Closing only if conditioned on the occurrence of a change of control under the Existing Credit Agreement applicable Company Indenture), and (ii) prepare any customary ancillary documents required by the Company Indentures for such redemption, change of control offer or satisfaction and discharge, including customary officer’s certificates, resolutions of the Company, and/or legal opinions required to be discharged at issued prior to the ClosingClosing from Company’s counsel to the trustees thereunder, together with pay-off instructions for making use reasonable best efforts to cause the trustees to cooperate and facilitate such repayment redemption, change of control offer or satisfaction and discharge and providing any other reasonably requested information related to the Company Notes) to facilitate the redemption (including by means of any change of control offer) of the Company Notes (or, if elected by Parent, the satisfaction and discharge of any Company Indenture on the Closing Date) following the Effective Time; provided that, in each case, Company shall provide the Parent the opportunity to review and comment on such notices and any other documents in connection with this Section 5.11(b) reasonably in advance of their delivery, without the Parent being required to request such documents from the Company and the Company shall accept, in all material respects, the Parent’s comments, except to the extent they are not reasonable. In the event Parent requests that any of the Company Notes (other than the 7.000% Notes due 2022) be redeemed (including pursuant to a change of control offer) or satisfied and discharged prior to Closing, Parent shall make available to the Company prior to Closing, as applicable, all funds necessary to satisfy any obligations of the Company to the holders of the Company Notes that may arise, including (a) any funds necessary to repurchase, redeem or otherwise acquire any of the Company Notes and (b) principal, interest and any applicable premiums or consent payments in connection with the repurchase, redemption or acquisition of the Company Notes. Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs, fees and expenses (including attorneys’ fees and expenses) to the extent such costs, fees and expenses are incurred by the Company, its Subsidiaries or Affiliates in connection with the Company complying with its obligations under this Section 5.11(b).

Repayment of Indebtedness. In connection with and conditioned upon Prior to the Effective Time, Parent shall provide and make available to the Company in immediately available funds an amount equal shall on a timely basis (a) deliver (or cause to that which is necessary for be delivered) notices of prepayment and/or termination of the indebtedness of the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to under the terms of the Existing Marquette Credit Agreement and the Xxxx Note Purchase Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “Company Debt”) in accordance with the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or which notices may be conditioned upon the consummation of the Closing and other transactions contemplated at hereunder) within the Closing time periods required by the Marquette Credit Agreement and Xxxx Note Purchase Agreement, as applicable, in order to terminate and repay the indebtedness thereunder on or that may become due and payable at about the Effective Time, (b) take all other reasonable actions required by the Company under the Marquette Credit Agreement and Xxxx Note Purchase Agreement to facilitate the repayment of the Company or such indebtedness with respect to and termination of the commitments under such indebtedness and the release of any Liens and termination of its Subsidiaries thereunder all guarantees granted in connection therewith on the Closing Date in connection with such repayment (collectivelyeach such termination, the repayment and release a “Debt Payoff AmountCredit Agreement Termination”) and cause all Liens related (c) use reasonable best efforts to obtain a customary pay-off letter from the creditors or agent under the Marquette Credit Agreement and the Xxxx Note Purchase Agreement at least two Business Days prior to Closing (subject to the Debt Payoff Amount delivery of funds as arranged by Parent) and use reasonable best efforts to be terminated (other than obtain and furnish Parent with a draft of such pay-off letter within a reasonable time period prior to the pledge contemplated Effective Time. Parent shall within the times required under the Marquette Credit Agreement, Xxxx Note Purchase Agreement and such pay-off letters, as applicable, provide, or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amountprovided, but no sooner than the Effective Time. The Company shall, on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount all funds required to satisfy in full effect all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Daterepayments.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to that which is (i) the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect financing arrangements set forth on Section 6.13 of the Company’s or any of its Subsidiaries’ existing letters of credit) Company Disclosure Letter (the “Company Debt”) in accordance with the Payoff Letter relating thereto), including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) less (ii) any cash on hand of the Company and cause all Liens related its Subsidiaries at Closing that is reasonably available to the Company. At the request of Parent, the Company shall take such steps as are reasonably necessary to transfer any cash held by Subsidiaries of the Company to the Company such that such cash is available to contribute to the payment of the Debt Payoff Amount to be terminated (other than on the pledge or deposit of cash collateral Closing Date; provided, however, that nothing contained in respect of this Section 6.13 shall require the Company’s Company or any of its Subsidiaries’ existing letters of credit) Subsidiaries to take any action that would reasonably be expected to result in accordance with the Payoff Letter relating thereto. Subject Tax obligations or other significant costs or expenses to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount any of its Subsidiaries being incurred prior to the Persons specified in date that the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective TimeClosing Date is established pursuant to Section 2.2. The Company shall, shall deliver on or prior to the Closing DateClosing, copies of payoff letters in connection with the Company Debt, which payoff letters shall substantially provide Parent with a (subject to customary payoff letter exceptions) (the “Payoff Letter”i) from the agents on behalf that upon receipt of the financial institutions or other lenders party Debt Payoff Amount, the Company Debt and related instruments shall be terminated and (ii) that all Liens (and guarantees) in connection therewith relating to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness assets and properties of the Company or any of its Subsidiaries under securing such obligations shall be, upon the Existing Credit Agreement to be discharged at payment of the ClosingDebt Payoff Amount, together with pay-off instructions for making such repayment on the Closing Datereleased and terminated.

Repayment of Indebtedness. In connection with and conditioned upon Prior to the Effective Time, Parent shall provide and make available to the Company in immediately available funds an amount equal shall on a timely basis as requested by Parent (a) deliver (or cause to that which is necessary for be delivered) notices of prepayment and/or termination of the indebtedness of the Company under the Credit Agreement (which notices may be conditioned upon the consummation of the Closing and its Subsidiaries other transactions contemplated hereunder (including the Debt Financing)) within the time periods required by the Credit Agreement, (b) take all other reasonable actions required to repay facilitate the repayment of the Obligations (as defined in the Credit Agreement but other than contingent obligations for which no claim has been made and discharge in full all amounts outstanding or otherwise due and owing any other obligations that survive the termination of the Credit Agreement pursuant to the terms thereof) with respect to and termination of the Existing commitments under such indebtedness and the release of any Liens and termination of all guarantees granted in connection therewith on the Closing Date in connection with such repayment (each such termination, repayment and release a “Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “Company DebtTermination”) and (c) use reasonable best efforts to obtain a customary pay-off letter from the Administrative Agent (as defined in accordance the Credit Agreement) under the Credit Agreement at least one Business Day prior to Closing (subject to the delivery of funds as arranged by Parent) and use reasonable best efforts to obtain and furnish Parent with a draft of such pay-off letter within a reasonable time period prior to the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time. Notwithstanding anything to the contrary herein, (x) of in no event shall this Section 7.15 require the Company or any of its Subsidiaries thereunder to cause any Credit Agreement Termination unless the Closing shall have occurred and (collectivelyy) Parent shall provide, the “Debt Payoff Amount”) and or cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge provided, all funds required to effect all such repayments and shall provide, or deposit cause to be provided, all funds required to effect all such repayments and cash collateralization, backstop or replacement of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Repayment of Indebtedness. (a) In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to that which is the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect financing arrangements set forth on Section 5.11 of the Company’s or any of its Subsidiaries’ existing letters of credit) Company Disclosure Letter (the “Company Debt”) in accordance with the Payoff Letter relating thereto), including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder thereunder, subject to the outcome of the Credit Agreement Consent Solicitations (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto). Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in counterparties under the relevant Payoff Letter Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shallshall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (x) if required in connection with the Debt Financing and if the ABL Credit Agreement Consent Solicitation is not successful, a customary payoff letter and any related release documents (collectively, the “ABL Payoff Letter”) from the agents on behalf agent under the Existing ABL Credit Agreement and (y) if the TLB Credit Agreement Consent Solicitation is not successful, a customary payoff letter and any related release documents (collectively, the “TLB Payoff Letter”) from the agent under the Existing TLB Credit Agreement. Each of the financial institutions or other lenders party to the Existing Credit Agreement, which ABL Payoff Letter (if applicable) and TLB Payoff Letter shall set forth specify the aggregate amount required to satisfy of the Company’s obligations (including principal, interest, fees, expenses, premium (if any) and other amounts payable in full all respect of such indebtedness) that will be outstanding under such indebtedness as of the Closing and providing for a release of all Liens and guarantees thereunder upon the receipt of the respective payoff amounts specified in the ABL Payoff Letter and TLB Payoff Letter, as applicable. (b) The Company shall use its reasonable best efforts upon Parent’s written request to prior to Closing: (i)(x) issue a notice of redemption for the aggregate principal amount of any of the Company Notes requested by Parent in writing, pursuant to the indentures governing the Company Notes (it being understood that the Company’s 8.820% debentures due 2031 are not redeemable pursuant to their terms) (the “Company Indentures”) in order to effect a redemption at or after Closing and (y) issue any change of its Subsidiaries control offer pursuant to the terms, if any, of the Company Indentures (which offer notice may, pursuant to the terms of the Company Indentures, be issued prior to Closing only if conditioned on the occurrence of a change of control or change of control repurchase event, as the case may be, under the Existing Credit Agreement applicable Company Indenture), and (ii) prepare any customary ancillary documents required by the Company Indentures for such redemption, change of control offer or satisfaction and discharge, including customary officer’s certificates, resolutions of the Company, and/or legal opinions required to be discharged at issued prior to the ClosingClosing from Company’s counsel to the trustees thereunder, together with pay-off instructions for making use reasonable best efforts to cause the trustees to cooperate and facilitate such repayment redemption, change of control offer or satisfaction and discharge and providing any other reasonably requested information related to the Company Notes to facilitate the redemption (including by means of any change of control offer) of the Company Notes (or, if elected by Parent, the satisfaction and discharge of any Company Indenture on the Closing Date) following the Effective Time; provided that, in each case, Company shall provide the Parent the opportunity to review and comment on such notices and any other documents in connection with this Section 5.11(b) reasonably in advance of their delivery, without the Parent being required to request such documents from the Company and the Company shall accept, in all material respects, the Parent’s comments, except to the extent they are not reasonable. In the event Parent requests that any of the Company Notes (other than the 7.000% Notes due 2022) be redeemed (including pursuant to a change of control offer) or satisfied and discharged prior to Closing, Parent shall make available to the Company prior to Closing, as applicable, all funds necessary to satisfy any obligations of the Company to the holders of the Company Notes that may arise, including (a) any funds necessary to repurchase, redeem or otherwise acquire any of the Company Notes and (b) principal, interest and any applicable premiums or consent payments in connection with the repurchase, redemption or acquisition of the Company Notes. Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs, fees and expenses (including attorneys’ fees and expenses) to the extent such costs, fees and expenses are incurred by the Company, its Subsidiaries or Affiliates in connection with the Company complying with its obligations under this Section 5.11(b).

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to that which is the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect financing arrangements set forth on Section 6.12 of the Company’s or any of its Subsidiaries’ existing letters of creditCompany Disclosure Letter (as such Section may be updated by the Company after the date hereof) (collectively, the “Company Debt”) in accordance with the Payoff Letter relating thereto), including accrued interest thereon and all fees fees, expenses and other obligations (including penalties, premiums, make-whole amounts, penalties break funding fees or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto). Subject to Parent’s compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in counterparties under the relevant Payoff Letter Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The foregoing notwithstanding, with respect to Company shallDebt constituting secured equipment financing (“Equipment Debt”), to the extent such Equipment Debt (x) will not by its terms default, automatically accelerate or allow the holders thereof to cause the acceleration, repurchase or redemption thereof, in each case, as a result of the completion of the Merger or (y) prior to the Closing Date, such default, acceleration, right to accelerate or cause the repurchase or redemption thereof has been waived or deferred by the holders thereof, such Equipment Debt shall not be repaid on the Closing Date and the Debt Payoff Amount will be reduced by the amount of such Equipment Debt. Prior to the Closing Date, Parent shall identify Equipment Debt that Parent desires to remain outstanding following the Closing, and each of Company, and Parent shall use its commercially reasonable efforts to obtain from the holders of such identified Equipment Debt such consents as may be necessary to permit such Equipment Debt to remain outstanding following the Closing; provided, further, that notwithstanding anything to the contrary in this Agreement, in no event will Parent’s failure to effect the foregoing be deemed to condition or delay the Closing. The Company shall use its commercially reasonable efforts to, on or prior to the Closing Date, provide Parent with a customary payoff letter letters (collectively, the “Payoff LetterLetters”) from the agents on behalf of the financial institutions agent or other lenders party to trustee, as applicable, under the Existing Credit AgreementDebt Agreements, which Payoff Letter Letters shall set forth the aggregate amount amounts required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Repayment of Indebtedness. In connection (a) Promptly following the date hereof, the Company, in consultation with Parent and conditioned upon the Effective TimeMerger Sub, Parent shall provide and make available will seek to amend each series of Notes to, among other matters, (i) permit the Company in immediately available funds an amount equal to that deliver a notice of redemption under each series of Notes, which is necessary for redemption shall be conditioned on the Company consummation of the Merger, and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to (ii) eliminate any obligation under the terms of the Existing Credit Agreement (including, without limitation, note purchase agreement governing the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “Company Debt”) in accordance with the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of 2022 Notes for the Company or any Parent to commence a change of its Subsidiaries thereunder control offer to purchase all of the 2022 Notes (collectively, the “Debt Payoff AmountNotes Amendments”) and cause all Liens related subject to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect effectiveness of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with Notes Amendments, on the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentenceClosing Date, the Company shall pay will voluntarily redeem in full the entire unpaid principal amount, along with unpaid interest, fees, premiums and any other amounts owed under each series of Company Notes (or shall cause to be paid) such aggregate amount being the Debt Payoff Amount to the Persons specified “Notes Takeout Amount”); provided that in the relevant Payoff Letter as promptly as practicable following event the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, Notes Amendments are not effective on or prior to the Closing Date, the Company will, on the Closing Date, (x) deliver an irrevocable notice of redemption in accordance with the terms of each series of the Notes to allow Merger Sub to redeem the outstanding Notes within 30 days of the Closing Date and (y) deposit into escrow an amount in cash equal to the Notes Takeout Amount that will be applied to redeem the Notes in full following such 30 day period. (b) In the event that the Company is unable to successfully consummate the Notes Amendments for the 2022 Notes as contemplated in Section 6.18(a) hereof, Parent shall (or the Company, if directed by Parent, shall), at a time selected by Parent, commence a change of control offer to purchase all of the 2022 Notes (subject to the terms of and in accordance with the requirements of the note purchase agreement governing the 2022 Notes) at the price required pursuant to the note purchase agreement governing the 2022 Notes using funds provided by Parent. Parent shall prepare all necessary and appropriate documentation in connection with any such change of control offer, and the Company shall, and shall use reasonable best efforts to cause its Representatives to, provide all cooperation reasonably requested by Parent in connection with a such change of control offer. The closing of the change of control offer shall be conditioned on the occurrence of the Closing, and the parties shall use reasonable best efforts to cause the change of control offer to close on the Closing Date. Concurrent with the Effective Time, and in accordance with the terms of the change of control offer for the 2022 Notes, the Surviving Corporation shall accept for purchase and purchase each of the 2022 Notes properly tendered and not properly withdrawn in such change of control offer using funds provided by or at the direction of Parent. Parent hereby covenants and agrees to provide (or to cause to be provided) immediately available funds to the Company for the full payment at the Effective Time of all 2022 Notes validly tendered and not validly withdrawn to the extent required pursuant to the terms of such change of control offer. (c) The Company shall waive any of the conditions to any change of control offer for the 2022 Notes (other than that the Merger shall have been consummated and that there shall be no Order prohibiting consummation of such change of control offer) as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to such change of control offer or make any changes to such change of control offer other than as agreed between Parent and the Company. (d) In connection with the change of control offer for the 2022 Notes, Parent may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary payoff letter agreements (including indemnities) with such parties so selected. Parent shall pay the “Payoff Letter”fees and out-of pocket expenses of any dealer manager, information agent, depositary or other agent retained in connection with such change of control offer upon the incurrence of such fees and out-of-pocket expenses. (e) from Parent shall promptly, upon request by the agents Company, reimburse the Company for all reasonable and documented out-of-pocket costs, fees and expenses incurred by or on behalf of the financial institutions Company at the request of Parent in connection with the Company’s compliance with its obligations under this Section 6.18, including all reasonable and documented out-of-pocket costs, fees and expenses incurred by or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness on behalf of the Company in connection with any redemption or change of control offer made in respect of any series of its Subsidiaries under Notes (including any out-of-pocket costs, fees and expenses incurred in connection with the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Datepreparation or distribution of any documents related thereto).

Repayment of Indebtedness. In connection with Immediately prior to the Closing, and conditioned upon subject to the Effective Timeother terms and conditions set forth in this Agreement, Parent (a) Buyer or Merger Sub shall provide and make available to the Company in immediately available funds Company, or pay directly, an amount equal sufficient to that which pay all amounts owing with respect to the Indebtedness of the Company and its Subsidiaries on the Closing Date (but immediately prior to the Closing), (b) the Company, if such amount is necessary for not paid directly by Buyer or Merger Sub, shall apply such cash to pay all amounts owing with respect to the Indebtedness of the Company and its Subsidiaries on the Closing Date (but immediately prior to the Closing), (c) Buyer or Merger Sub shall (and the Company shall cause the Company and the officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to repay use commercially reasonable efforts to cooperate with Buyer and discharge in full all amounts outstanding Merger Sub to) substitute, replace, cash collateralize, backstop or otherwise due and owing pursuant enter into any other arrangement with respect to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit that is reasonably necessary to cause the Company and its Subsidiaries to be fully and irrevocably released on the Closing Date (but immediately prior to the Closing) from all Liens relating to such letters of credit (other than Liens on any such cash collateral), (d) the Company shall, and shall cause each of its Subsidiaries, to be fully and irrevocably released prior to Closing from all obligations and Liens relating to the Indebtedness of the Company and its Subsidiaries on the Closing Date (but immediately prior to the Closing) (other than contingent reimbursement, indemnification and similar obligations in respect of which no claim has been made which customarily survive repayment of similar types of indebtedness) and (e) the Company’s or any of its Subsidiaries’ existing letters of credit) (Company shall cause the “Company Debt”) in accordance with the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or amounts that become payable thereunder as a result applicable lenders of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) Indebtedness of the Company or any of and its Subsidiaries thereunder on the Closing Date (collectively, the “Debt Payoff Amount”) and cause all Liens related but immediately prior to the Debt Payoff Amount Closing) to be terminated deliver to Buyer (A) payoff letters (or other evidence in form and substance reasonably satisfactory to Buyer) with respect to all the Indebtedness of the Company and its Subsidiaries on the Closing Date (but immediately prior to the Closing) evidencing the satisfaction of all liabilities thereunder upon receipt of the amounts set forth therein (other than the pledge or deposit of cash collateral contingent reimbursement, indemnification and similar obligations in respect of the Company’s or any which no claim has been made which customarily survive repayment of its Subsidiaries’ existing letters similar types of creditindebtedness) and (B) full and irrevocable releases in accordance customary forms concurrently with the Payoff Letter repayment of obligations giving rise thereto of all Liens relating thereto. Subject to Parent’s compliance with such Indebtedness (other than Liens on any cash collateral described in clause (b) above); provided, that in the previous sentencecase of clauses (d) and (e), so long as all Liens are contractually released as of the Closing and so long as customary further assurance provisions are contained in such payoff letters, the Company shall pay (or shall cause not be required to be paid) the Debt Payoff Amount effect filings and/or modifications to the Persons specified in the relevant Payoff Letter as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The Company shall, title with respect to vehicles on or prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to that which is the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement financing arrangements set forth on Section 6.12 of the Company Disclosure Letter (including, without limitationas such Section may be updated by the Company after the date hereof) (collectively, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) (the “"Company Debt”) in accordance with the Payoff Letter relating thereto"), including accrued interest thereon and all fees fees, expenses and other obligations (including penalties, premiums, make-whole amounts, penalties break funding fees or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “"Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated (other than the pledge or deposit of cash collateral in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) in accordance with the Payoff Letter relating thereto"). Subject to Parent’s 's compliance with the previous sentence, the Company shall pay (or shall cause to be paid) the Debt Payoff Amount to the Persons specified in counterparties under the relevant Payoff Letter Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount, but no sooner than the Effective Time. The foregoing notwithstanding, with respect to Company shallDebt constituting secured equipment financing ("Equipment Debt"), to the extent such Equipment Debt (x) will not by its terms default, automatically accelerate or allow the holders thereof to cause the acceleration, repurchase or redemption thereof, in each case, as a result of the completion of the Merger or (y) prior to the Closing Date, such default, acceleration, right to accelerate or cause the repurchase or redemption thereof has been waived or deferred by the holders thereof, such Equipment Debt shall not be repaid on the Closing Date and the Debt Payoff Amount will be reduced by the amount of such Equipment Debt. Prior to the Closing Date, Parent shall identify Equipment Debt that Parent desires to remain outstanding following the Closing, and each of Company, and Parent shall use its commercially reasonable efforts to obtain from the holders of such identified Equipment Debt such consents as may be necessary to permit such Equipment Debt to remain outstanding following the Closing; provided, further, that notwithstanding anything to the contrary in this Agreement, in no event will Parent's failure to effect the foregoing be deemed to condition or delay the Closing. The Company shall use its commercially reasonable efforts to, on or prior to the Closing Date, provide Parent with a customary payoff letter letters (collectively, the “"Payoff Letter”Letters") from the agents on behalf of the financial institutions agent or other lenders party to trustee, as applicable, under the Existing Credit AgreementDebt Agreements, which Payoff Letter Letters shall set forth the aggregate amount amounts required to satisfy in full all such indebtedness of the Company or any of its Subsidiaries under the Existing Credit Agreement to be discharged at the Closing, together with pay-off instructions for making such repayment on the Closing Date.

Repayment of Indebtedness. In connection with and conditioned upon Prior to Closing, the Effective Time, Parent Company shall provide and make available to the Company in immediately available funds an amount equal to that which is necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the Existing Credit Agreement (including, without limitation, the pledge or deposit of cash collateral or issuance of backstop letters of credit in respect applicable agent under each of the Company’s or Existing Credit Facilities with notice of prepayment of all outstanding amounts (including any of its Subsidiaries’ existing letters of creditcredit or other borrowings thereunder) (under the “Company Debt”) Company’s Existing Credit Facilities in accordance with their terms such that the Payoff Letter relating thereto, including accrued interest thereon and all fees and other obligations (including premiums, make-whole amounts, penalties or other charges or Surviving Corporation may prepay such amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at without penalty following the Closing on the Closing Date and terminate the Existing Credit Facilities (such amount, the “Revolver Amount”). At the Closing, the Company shall, and the Company shall cause the Company Subsidiaries to, deliver to Buyer payoff letters or that may become due similar certificates setting forth the Revolver Amount and payable at those other amounts required to be paid on the Effective Time) Closing Date in order to satisfy or repay in full all Indebtedness of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”) and cause all Liens related to the Debt Payoff Amount to be terminated U.S. Government Subsidiary (other than lease obligations that constitute capital lease obligations under GAAP and letters of credit and performance bonds primarily relating to the pledge or deposit U.S. Government Business entered into in the ordinary course of cash collateral business) and use commercially reasonable efforts to deliver final invoices for all fees and expenses of the Company’s and the Company Subsidiaries’ investment bankers, brokers, accountants, attorneys, consultants and other professional advisors and representatives in connection with the Transactions, including by delivering final invoices in respect of the Company’s or any fees and expenses of its Subsidiaries’ existing letters the Exchange Agent, Credit Suisse, Xxxxxxxx Xxxxx, Xxxxx & Xxxxx LLP and Xxxxxx & Xxxxxxx LLP. Notwithstanding the provisions of credit) in accordance with the Payoff Letter relating thereto. Subject to Parent’s compliance with the previous sentencethis Section 6.6, the Company shall pay (not be required to take any action with respect to its DCRIP Facility, including any Indebtedness outstanding in connection therewith, or shall cause to be paid) the Debt Payoff Amount any letters of credit and performance bonds primarily relating to the Persons specified in Other Businesses, to the relevant Payoff Letter extent that Newco assumes the Company’s obligations with respect to such facility, letters of credit and performance bonds, as promptly as practicable following the date the Company receives such Debt Payoff Amountapplicable, but no sooner than the Effective Time. The Company shall, on or prior to Closing and provides the Closing Date, provide Parent Buyer with a customary payoff letter (evidence reasonably satisfactory to the “Payoff Letter”) from the agents on behalf Buyer of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all such indebtedness release of the Company or and the U.S. Government Subsidiaries from any and all liabilities and obligations in respect of its the DCRIP Facility, and such letters of credit and performance bonds, as applicable. Prior to the Closing, the Company shall deliver to Buyer evidence reasonably satisfactory to Buyer of the termination and release of all obligations of the Company and the U.S. Government Subsidiaries under the Existing Credit Agreement to be discharged at Guaranty, dated June 30, 2003, between the Closing, together with pay-off instructions for making such repayment on the Closing Date.Company and Citigroup Inc.