Common use of REPURCHASE OF NOTES AT THE OPTION Clause in Contracts

REPURCHASE OF NOTES AT THE OPTION. Of The Holder upon a Change of Control In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 45 Business Days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any Senior Debt or Senior Debt of any Guarantor or obtains the consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.14, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall: (a) repay in full in cash and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer in full, or (2) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in clause (3) under Section 6.1 hereof. On or before the Change of Control Purchase Date, the Company shall: (3) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (4) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all Notes so tendered, and (5) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be delivered promptly by the Company to the Holder thereof. The Company publicly shall announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date.

REPURCHASE OF NOTES AT THE OPTION. Of The Holder OF THE HOLDER UPON A CHANGE OF CONTROL After the Company has indefeasibly repaid in full or otherwise fully discharged all of the Obligations in respect of Senior Indebtedness, then upon the occurrence of a Change of Control In the event that a Change of Control has occurredControl, each Holder of Notes shall have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such HolderXxxxxx's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 45 35 Business Days after the occurrence of such Change of Control, Control at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 10 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company promptly shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, the The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance comply with the applicable requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness Regulation 14E under the Credit Agreement, any Senior Debt or Senior Debt Exchange Act and the rules and regulations thereunder and all other federal and state securities laws. To the extent that the provisions of any Guarantor securities laws or obtains regulations conflict with the consents of such lenders to such Change of Control Offer as set forth in the following paragraph provisions of this Section 4.144.07, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, compliance by the Company shall: (a) repay in full in cash and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer in full, or (2) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase any of the Notes as provided herein. The Company's failure to comply Guarantors with the preceding sentence such laws and regulations shall constitute an Event not in and of Default described in clause (3) itself cause a breach of its obligations under this Section 6.1 hereof4.07. On or before the Change of Control Purchase Date, the Company shall: shall (3i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, , (4ii) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Dateinterest) of all Notes so tendered, and tendered and (5iii) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall will pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damagesinterest), if any) and the Trustee promptly shall will authenticate and deliver to such Holders Holders, a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall will be delivered promptly by the Company to the Holder thereof. The Company publicly shall will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date record date and on or before the associated Interest Payment Dateinterest payment date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall interest payment date will be paid to the Person person in whose name a Note is registered at the close of business on such Record Date, and such interest will not be payable to Holders who tender the Notes pursuant to the Change of Control Offer.

REPURCHASE OF NOTES AT THE OPTION. Of The Holder upon a Change of Control OF THE HOLDER UPON A CHANGE OF CONTROL In the event that a Change of Control (as defined below) has occurred, each Holder of Notes shall will have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 45 30 Business Days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 10 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company promptly shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any Senior Debt or Senior Debt of any Guarantor or obtains the consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.14, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall: (a) repay in full in cash and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer in full, or (2) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in clause (3) under Section 6.1 hereof. On or before the Change of Control Purchase Date, the Company shallwill: (31) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer,; (42) deposit with the paying agent for the Company (the "Paying Agent Agent") cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date,) of all Notes so tendered, ; and (53) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall will pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any,) and the Trustee promptly shall will authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall will be delivered promptly by the Company to the Holder thereof. The Company publicly shall will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantSection 4.16, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their its obligations under such covenantSection 4.16. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall will be paid to the Person in whose name a Note is registered at the close of business on such Record Date.

REPURCHASE OF NOTES AT THE OPTION. Of The Holder upon a Change of Control OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 45 35 Business Days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any Senior Debt or Senior Debt of any Guarantor or obtains the consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.14, and (ii) purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Prior . (b) In the event that, pursuant to this Section 10.1, the commencement of Company shall be required to commence a Change of Control Offer, but the Company shall follow the procedures set forth in this Section 10.1 as follows: (1) the Change of Control Offer shall commence within 10 Business Days following the occurrence of a Change of Control; (2) the Change of Control Offer shall remain open for 20 Business Days following its commencement (the "Change of Control Offer Period ") or such other period as may be required by applicable law; (3) upon the expiration of the Change of Control Offer Period, the Company promptly shall purchase all of the properly tendered Notes at the Change of Control Purchase Price; (4) if the Change of Control Purchase Date is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any event within 30 days following accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Record Date on the corresponding Interest Payment Date; (5) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least three Business Days before the commencement of any Change of ControlControl Offer; and (6) on or before the commencement of any Change of Control Offer, the Company shallor the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state: (aA) repay that the Change of Control Offer is being made pursuant to this Section 10.1 and that all Notes, or portions thereof, tendered will be accepted for payment; (B) the Change of Control Purchase Price (including the amount of accrued but unpaid interest (and Liquidated Damages, if any)) and the Change of Control Purchase Date; (C) that any Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest (and Liquidated Damages, if any); (D) that, unless the Company defaults in full depositing cash with the Paying Agent in cash accordance with the penultimate paragraph of this Section 10.1, or such payment is prevented for any reason, any Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest (and terminate all commitments under Indebtedness under Liquidated Damages, if any) after the Credit Agreement and all other Senior Debt the terms Change of which require repayment upon Control Purchase Date; (E) that Holders electing to have a Note, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent (which may not for purposes of this Section 10.1, notwithstanding anything in this Indenture to the contrary, be the Company or (bany Affiliate of the Company) offer at the address specified in the notice prior to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Debt and repay expiration of the Indebtedness owed to each lender which has accepted such offer in full, orChange of Control Offer; (2F) obtain that Holders will be entitled to withdraw their election, in whole or in part, if the requisite consents under Paying Agent receives, prior to the Credit Agreement and all such other Senior Debt to permit expiration of the repurchase Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes as provided herein. The Company's failure the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to comply with have such principal amount of Notes purchased; (G) that Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the preceding sentence shall constitute an Event unpurchased portion of Default described the Notes surrendered; and (H) a brief description of the events resulting in clause (3) under Section 6.1 hereofsuch Change of Control. On or before the Change of Control Purchase Date, the Company shall: (31) accept for payment Notes or portions thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer,; (42) deposit with the Paying Agent an amount in cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all Notes so tendered, ; and (53) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall will be delivered promptly by the Company to the Holder thereof. The Company publicly shall will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. Any Change of Control Offer shall be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantArticle X, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date.this Article X.

REPURCHASE OF NOTES AT THE OPTION. Of The Holder upon OF THE HOLDER UPON A CHANGE OF CONTROL. (i) Upon the occurrence of a Change of Control In the event that a Change of Control has occurredControl, each Holder of Notes shall have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), right to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be equal to $1,000 or an integral multiple thereof) on a date of such Holder's Notes pursuant to the offer described below (the "Change of Control Purchase DateOffer") that is no later than 45 Business Days after the occurrence of such Change of Control, at a an offer price in cash price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the Purchase Date (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (the "Change of Control Offer PeriodPayment"). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any Senior Debt or Senior Debt of any Guarantor or obtains the consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.14, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Prior to the commencement of a Change of Control Offer, but in any event within 30 days Within 60 Business Days following any Change of Control, the Company shallshall mail a notice to each Holder stating: (a) repay that the Change of Control Offer is being made pursuant to this Section 1014 and that all Notes tendered shall be accepted for payment; (b) that the Change of Control Offer shall remain open for 20 Business Days; (c) the Purchase Price and the Purchase Date; (d) that any Note not tendered shall continue to accrue interest; (e) that, unless the Company defaults in full in cash and terminate the payment of the Change of Control Payment, all commitments under Indebtedness under Notes accepted for payment pursuant to the Credit Agreement and all other Senior Debt Change of Control Offer shall cease to accrue interest after the terms of which require repayment upon Purchase Date; (f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (bh) offer that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to repay the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in full and terminate all commitments under all Indebtedness principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Credit Agreement Exchange Act and all any other securities laws and regulations thereunder to the extent such other Senior Debt laws and repay the Indebtedness owed to each lender which has accepted such offer regulations are applicable in full, or (2) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit connection with the repurchase of the Notes as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event a result of Default described in clause (3) under Section 6.1 hereof. On or before the a Change of Control Purchase Date, the Company shall: (3) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (4) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all Notes so tendered, and (5) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be delivered promptly by the Company to the Holder thereof. The Company publicly shall announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase DateControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantIndenture relating to such Change of Control Offer, the Company's compliance or compliance by any of Company shall comply with the Guarantors with such applicable securities laws and regulations and shall not be deemed to have breached its obligations described in and of itself cause a breach of their obligations under such covenant. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Datethis Indenture by virtue thereof.

REPURCHASE OF NOTES AT THE OPTION. Of The Holder upon a Change of Control OF THE HOLDER UPON A CHANGE OF CONTROL. (a) In the event that a Change of Control has occurred, each Holder of Notes shall will have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 45 Business Days 60 days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. The Change of Control Offer shall be made within 20 Business Days following a Change of Control and shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. Notwithstanding the foregoing, the Company shall will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture herein applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any Senior Debt or Senior Debt of any Guarantor or obtains the consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.14Section, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Prior Notwithstanding anything in this Article X to the contrary, prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall: (a1) (A) repay in full in cash full, and terminate all commitments under under, all Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or (bB) offer to repay in full full, and terminate all commitments under under, all Indebtedness under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which that has accepted such offer in full, or (2) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in clause Section 6.1(iii), but without giving effect to the stated exceptions in such clause. (b) In the event that, pursuant to this Section 10.1, the Company shall be required to commence a Change of Control Offer, the Company shall follow the procedures set forth in this Section 10.1 as follows: (1) the Change of Control Offer shall commence within 30 days following the occurrence of a Change of Control; (2) the Change of Control Offer shall remain open for 20 Business Days (the "Change of Control Offer Period") or such other period as may be required by applicable law; (3) under upon the expiration of the Change of Control Offer Period, the Company promptly shall purchase all of the tendered Notes at the Change of Control Purchase Price; (4) if the Change of Control Purchase Date is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Record Date on the corresponding Interest Payment Date; (5) the Company shall provide the Trustee and the Paying Agent with written notice of the Change of Control Offer at least three Business Days before the commencement of any Change of Control Offer; and (6) on or before the commencement of any Change of Control Offer, the Company or the Trustee (upon the request and at the expense of the Company) shall send, by first-class mail, a notice to each of the Securityholders, which (to the extent consistent with this Indenture) shall govern the terms of the Change of Control Offer and shall state: (A) that the Change of Control Offer is being made pursuant to this Section 6.1 hereof10.1 and that all Notes, or portions thereof, tendered will be accepted for payment; (B) the Change of Control Purchase Price (including the amount of accrued but unpaid interest (and Liquidated Damages, if any)) and the Change of Control Purchase Date; (C) that any Note, or portion thereof, not tendered or accepted for payment will continue to accrue interest (and Liquidated Damages, if any); (D) that, unless the Company defaults in depositing cash with the Paying Agent in accordance with the penultimate paragraph of this Section 10.1, or such payment is prevented for any reason, any Note, or portion thereof, accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest (and Liquidated Damages, if any) after the Change of Control Purchase Date; (E) that Holders electing to have a Note, or portion thereof, purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent (which may not for purposes of this Section 10.1, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice prior to the expiration of the Change of Control Offer; (F) that Holders will be entitled to withdraw their election, in whole or in part, if the Paying Agent receives, prior to the expiration of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder is withdrawing and a statement containing a facsimile signature and stating that such Holder is withdrawing his election to have such principal amount of Notes purchased; (G) that Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; and (H) a brief description of the events resulting in such Change of Control. On or before the Change of Control Purchase Date, the Company shall, to the extent lawful: (31) accept for payment Notes or portions thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer, (42) deposit with the Paying Agent an amount in cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) ), of all Notes so tendered, and (53) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) ), and the Trustee promptly shall will authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall will be delivered promptly by the Company to the Holder thereof. The Company publicly shall will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenantArticle X, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date.this Article X.

REPURCHASE OF NOTES AT THE OPTION. Of The Holder upon a Change of Control In the event that Control (a) If a Change of Control has occurredoccurs, each Holder of Notes shall will have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), right to require the Company Financeco to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be equal to $1,000 or an integral multiple thereofof $1,000) of that Holder’s Notes pursuant to a offer on a date the terms set forth in this Indenture (the "“Change of Control Purchase Date") that is no later than 45 Business Days after Offer”). In the occurrence of such Change of ControlControl Offer, at Financeco shall offer a payment (the “Change of Control Payment”) in cash price equal to 101% of the aggregate principal amount thereof (the "Change of Control Purchase Price")Notes repurchased, together with plus accrued and unpaid interest on the Notes repurchased, to, but not including, the Change of Control Payment Date. Within 20 Business Days following Financeco becoming aware of a Change of Control, Financeco shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on date specified in the notice (and Liquidated Damages, if anythe “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to Sections 3.1 through 3.6 and this Section 4.13 of this Indenture and described in such notice. (b) On the Change of Control Payment Date, Financeco shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes (equal to $1,000 principal amount or an integral multiple thereof) properly tendered and not withdrawn pursuant to the Change of Control Purchase Date. The Offer; (2) deposit with the paying agent an amount equal to the Change of Control Offer shall Payment in respect of all such Notes or portions of Notes properly tendered; and (3) deliver or cause to be made within 20 Business Days following a delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by Financeco. (c) The Paying Agent will promptly mail to each Holder of accepted Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each Note will be in a principal amount of $1,000 or an integral multiple of $1,000. (d) Financeco shall remain open for 20 Business Days following its commencement or such other period as may be required by applicable law (publicly announce the "Change of Control Offer Period"). Upon expiration results of the Change of Control Offer Periodon, the Company shall promptly purchase all Notes properly tendered in response to or as soon as practicable after, the Change of Control Offer. Notwithstanding the foregoing, the Company Payment Date. (e) Financeco shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any Senior Debt or Senior Debt of any Guarantor or obtains the consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.14, 4.13 and purchases all Notes validly properly tendered and not withdrawn under such the Change of Control Offer. Prior . (f) Financeco shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the commencement of a Change of Control Offer, but extent those laws and regulations are applicable in any event within 30 days following any Change of Control, the Company shall: (a) repay in full in cash and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer in full, or (2) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit connection with the repurchase of the Notes as provided herein. The Company's failure to comply with the preceding sentence shall constitute an Event a result of Default described in clause (3) under Section 6.1 hereof. On or before the a Change of Control Purchase Date, the Company shall: (3) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (4) deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all Notes so tendered, and (5) deliver to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company. The Paying Agent promptly shall pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated Damages, if any) and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be delivered promptly by the Company to the Holder thereof. The Company publicly shall announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase DateControl. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant. If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date.this