Common use of Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change Clause in Contracts

Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each holder shall have the right, at such holder’s option, to require the Company to repurchase all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the date specified in the Fundamental Change Offer, which date shall be no earlier than 30 days nor later than 60 days after the date of the Fundamental Change Offer (subject to extension to comply with applicable law) (the “Fundamental Change Repurchase Date”). The Company shall repurchase such Notes in cash at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Fundamental Change Repurchase Date; provided that if such Fundamental Change Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. In the event that at the time of a Fundamental Change that requires the Company to repurchase the Notes, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 3.05, then prior to the mailing of the notice to holders provided for in Section 3.05(b) below but in any event within 45 days following such Fundamental Change, the Company shall (i) repay in full all Bank Indebtedness or, if doing so will allow the repurchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in this Section 3.05. Notwithstanding the provisions of the immediately preceding paragraph, the Company shall not be required to repurchase any Notes of Holders upon a Fundamental Change (and the Company shall not be required to give notice as described in Section 3.05(b) below) if either:

Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each holder shall have the right, at such holder’s option, to require the Company to repurchase in cash all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the date specified in the Fundamental Change Offer, which date shall be no earlier than 30 days nor later than 60 days after the date of the Fundamental Change Offer (subject to extension to comply with applicable law) (the “Fundamental Change Repurchase Date”). The Company shall repurchase such Notes in cash at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Fundamental Change Repurchase Date; provided that if such Fundamental Change Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. In the event that at the time of a such Fundamental Change that requires the Company to repurchase the Notes, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 3.05, then prior to the mailing of the notice to holders Holders provided for in Section 3.05(b) below but in any event within 45 days following such any Fundamental Change, the Company shall (i) repay in full all Bank Indebtedness or, if doing so will allow the repurchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in this Section 3.05. Notwithstanding the provisions of the immediately preceding paragraph, the Company shall not be required to repurchase any Notes of Holders upon a Fundamental Change (and the Company shall not be required to give notice as described in Section 3.05(b) below) if either:.

Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each holder shall have the right, at such holder’s option, to require the Company to repurchase all of such holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the date specified in the Fundamental Change Offer, which date shall be no earlier than 30 days nor later than 60 days after the date of the Fundamental Change Offer (subject to extension to comply with applicable law) (the “Fundamental Change Repurchase Date”). The Company shall repurchase such Notes in cash at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof plus any accrued and unpaid Interest to but excluding the Fundamental Change Repurchase Date; provided that if such Fundamental Change Repurchase Date falls on an Interest Payment Date, then the Interest payable on such Interest Payment Date shall be paid to the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. In the event that at the time of a Fundamental Change that requires the Company to repurchase the Notes, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 3.053.01, then prior to the mailing of the notice to holders provided for in Section 3.05(b3.01(b) below but in any event within 45 days following such Fundamental Change, the Company shall (i) repay in full all Bank Indebtedness or, if doing so will allow the repurchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in this Section 3.053.01. Notwithstanding the provisions of the immediately preceding paragraph, the Company shall not be required to repurchase any Notes of Holders upon a Fundamental Change (and the Company shall not be required to give notice as described in Section 3.05(b3.01(b) below) if either:

Repurchase of Notes by the Company at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change shall occur at any time prior to Stated Maturity, each holder shall have the right, at such holder’s 's option, to require the Company to repurchase all of such holder’s 's Notes, or any portion thereof that is a equal to US$1,000 or an integral multiple of $1,000 principal amount, for cash on the date specified in the Fundamental Change OfferRepurchase Notice (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which date shall be no earlier fewer than 30 twenty (20) days nor later more than 60 thirty-five (35) days after the date of the Fundamental Change Offer Notice Date (as defined in paragraph (b) below), subject to extension to comply with applicable law) (the “Fundamental Change Repurchase Date”). The Company shall repurchase such Notes in cash at a price (the “Fundamental Change Repurchase Price”"FUNDAMENTAL CHANGE REPURCHASE PRICE") equal to 100% of the principal amount thereof plus any accrued and unpaid Interest interest and Liquidated Damages, if any, to (but excluding not including) the Fundamental Change Repurchase Date; provided however, that if such Fundamental Change Repurchase Date falls on an Interest Payment Date, then in the Interest payable on such Interest Payment Date shall be paid to case of Note repurchased upon the holders of record of the Notes on the applicable record date instead of the holders surrendering the Notes for repurchase on such date. In the event that at the time occurrence of a Fundamental Change that requires during the Company period from the applicable Record Date to, but excluding, the next succeeding Liquidated Damages payment date, Liquidated Damages will be payable on the date of repurchase to the holder of the Note repurchased as of the relevant Record Date, and no Liquidated Damages will be paid on such Liquidated Damages payment date in respect of any such Note (or portion thereof). The Company's obligation to repurchase all or a portion of a holder's Notes under this Section 3.04 shall be satisfied if a third party makes the offer to repurchase the Notes, Notes at the terms of Fundamental Change Repurchase Price in the Bank Indebtedness restrict or prohibit manner and at the repurchase of Notes pursuant to this Section 3.05, then prior to times and otherwise in compliance in all material respects with the mailing of the notice to holders provided for in Section 3.05(b) below but in any event within 45 days following such Fundamental Change, the Company shall (i) repay in full all Bank Indebtedness or, if doing so will allow the repurchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for requirements set out in this Section 3.05. Notwithstanding 3.04, such third party purchases all Notes properly tendered and not withdrawn and such third party complies with the provisions obligations of the immediately preceding paragraph, the Company shall not be required to repurchase any Notes of Holders upon a Fundamental Change (and the Company shall not be required to give notice as described in Section 3.05(b) below) if either:connection herewith.