Common use of Repurchase of Notes Clause in Contracts

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT. (a) In the event that a Designated Event shall occur at any time prior to the Maturity Date, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT. upon an Insurance Proceeds ---------------------------------------------- Payment. The Company shall, within 30 days of receipt by the Collateral Trustee under the Pledge and Security Agreement of any proceeds under the QuickBird 2 Launch Insurance, commence (aand consummate within 60 days thereafter) In an Offer to Purchase the event that Notes then outstanding and offer to repay the Vendor Financing, including any interest accrued and payable thereon, on a Designated Event shall occur at any time prior pro rata basis, in an aggregate amount equal to the Maturity Date, then each Holder shall have Insurance Proceeds Payment Amount not previously subject to an Offer to Purchase or repayment of the right (Vendor Financing under this Section 4.12; provided that the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire aggregate principal amount of Vendor Financing that may be repaid with any Insurance Proceeds Payment Amount shall not exceed $9,000,000. The purchase price for the Notes held by in connection with any Holder (provided that no single Note may such Offer to Purchase shall be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of Accreted Value thereof on the Notes to be repurchased Payment Date, plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest to such Payment Date on or prior Date, and the purchase price for the Vendor Financing to the Designated Event Repurchase Date be so repaid shall be payable equal to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and plus accrued interest thereon. If the name sum of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) aggregate purchase price of the Notes tendered in connection with respect such Offer to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in Purchase and the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated Vendor Financing repaid pursuant to the provisions first sentence of this Section 13.2 4.12 is less than the Insurance Proceeds Payment Amount, the remaining insurance proceeds shall be consummated by the delivery from the Issuer paid over to the Paying Agent collateral trustee under the Junior Pledge and Security Agreement, to the extent required under the Junior Pledge and Security Agreement, and otherwise to the Company, or as the Company may direct." Section 2.9. Amendment to Section 4.17. Section 4.17 of the consideration to be received ------------------------- Indenture is hereby amended by deleting Section 4.17 of the Holder on Indenture in its entirety and replacing it with the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]following:

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.The Series 2002-1 Notes shall be subject to repurchase in whole, but not in part, by RCFC at its option in accordance with Section 5.3 of the Base Indenture, as follows: (a) In the event that a Designated Event shall occur at any time prior Series 2002-1 Notes are subject to the Maturity Daterepurchase by RCFC in whole, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or but not in part, on any Payment Date. On or prior to such Payment Date, RCFC shall have paid the Series 2002-1 Insurer all amounts due and unpaid under the Insurance Agreement (each such Payment Date, a "Repurchase Date"); (b) the purchase price for any such repurchase of $1,000 or any integral multiple of $1,000 in excess thereof or Series 2002-1 Notes shall equal the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount Aggregate Principal Balance of such Note Notes (determined after giving effect to be Outstanding after any payment of principal on such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofPayment Date), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date interest on such Aggregate Principal Balance (the “Designated Event "Repurchase Price”"); provided; (c) as a condition precedent to any repurchase, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Distribution Date on which any Series 2002-1 Note is repurchased by RCFC pursuant to this Section 8.1, RCFC shall pay the Series 2002-1 Insurer all Series 2002-1 Insurer Payments and all other Series 2002-1 Insurer Reimbursement Amounts due and unpaid as of such Distribution Date; and (d) in addition, a prepayment premium (the "Series 2002-1 Note Prepayment Premium") will be payable to the Holders holders of the Series 2002-1 Notes upon any repurchase of such Series 2002-1 Notes registered as such by RCFC when the Aggregate Principal Balance thereof is greater than $35,000,000. The Series 2002-1 Note Prepayment Premium with respect to the Series 2002-1 Notes will equal the amount of interest that would have accrued on the relevant Record Date according to their terms and Aggregate Principal Balance of the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Series 2002-1 Notes so prepaid (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent assuming that (i) prior no Amortization Event occurs with respect to the close of business on the Designated Event Repurchase Date specified in the Issuer NoticeSeries 2002-1 Notes, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which Series 2002-1 Noteholders are paid the Designated Event Repurchase Right is being exercised duly endorsed Series 2002-1 Controlled Distribution Amount on each of the scheduled Payment Dates for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds period commencing with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased Payment Date on which such repurchase is effected and ending on the Trading Day immediately following the Designated Event Repurchase Series 2002-1 Expected Final Payment Date, and (iii) interest accrues on such Series 2002-1 Notes at a rate equal to 0.26%), discounted to present value to such Payment Date at a rate equal to LIBOR in effect on such Payment Date plus 0.26%. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.at the Option of the Holder ----------------------------------------------- (a) In If a Holder exercises its right to require the event that Company to repurchase the Notes, the Notes shall be repurchased by the Company on March 19, 2007, March 19, 2012, and March 19, 2017 (each, a Designated Event shall occur at any time prior to the Maturity "Repurchase Date, then each Holder shall have the right (the “Designated Event Repurchase Right”"), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to of 100% of the principal amount of the Notes to be repurchased plus repurchased, together with interest accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event "Repurchase Price”"), at the option of the Holder thereof, upon: (i) delivery to the Paying Agent, by the Holder, of a written notice of repurchase (a "Repurchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Repurchase Date until the close of business on the Business Day immediately preceding such Repurchase Date stating: (A) the certificate number of the Note which the Holder will deliver to be repurchased, (B) the portion of the principal amount of the Note which the Holder will deliver to be repurchased, which portion must be a principal amount of $1,000 or an integral multiple thereof, (C) that such Note shall be purchased as of the Repurchase Date pursuant to the terms and conditions specified in the Notes; and (2) delivery of such Note to the Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided, however, that installments of interest, such Repurchase Price shall be so paid pursuant to this Section 3.08 only if any, on Notes with an Interest Payment Date on or prior the Note so delivered to the Designated Event Paying Agent shall conform in all respects to the description thereof in the related Repurchase Date Notice. Whenever in this Indenture (including Sections 2.01, 6.01(1) and 6.07) or Exhibit A-1 annexed hereto there is a reference, in any context, to the principal of any Note as of any time, such reference shall be payable deemed to include reference to the Holders Repurchase Price payable in respect to such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of such Notes registered the Repurchase Price in any provision of this Indenture shall not be construed as such on excluding the relevant Record Date according to their terms and the Repurchase Price in those provisions of Section 2.1 hereofthis Indenture when such express mention is not made. The Designated Event Repurchase Price Company shall purchase from the Holder thereof, pursuant to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Rightthis Section 3.08, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close portion of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the Notes purchase of all of a Note also apply to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the purchase of such portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures)Note. The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase purchase by the Issuer Company contemplated pursuant to the provisions of this Section 13.2 3.08 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder as promptly as practicable following the later of the Purchase Date and the time of delivery of the Note. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.08(a) shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Trading Day immediately Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.10. The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof. (b) Not less than 20 Business Days prior to the applicable Repurchase Date (the "Company Notice Date"), the Company shall send a notice (the "Company Notice") to Holders (and to beneficial owners as required by applicable law). The Company Notice shall include a form of Purchase Notice to be completed by a Noteholder that wishes to exercise its option to have the Company repurchase the Notes and shall state: (i) the Repurchase Price and the Conversion Price; (ii) the name and address of the Paying Agent and the Conversion Agent; (iii) that Notes as to which a Repurchase Notice has been given may be converted pursuant to Article 10 only if any applicable Repurchase Notice has been withdrawn in accordance with the terms of the Indenture; (iv) that Notes must be surrendered to the Paying Agent to collect payment of the Repurchase Price; (v) that the Repurchase Price for any Note as to which a Repurchase Notice has been given and not withdrawn will be paid as promptly as practicable following the Designated Event later of the Repurchase DateDate and the time of surrender of such Note as described in (iv); (vi) the procedures the Holder must follow to exercise rights under this Section 3.08 and a brief description of those rights; (vii) briefly, the conversion rights of the Notes and that Holders who want to convert Notes must satisfy the requirements set forth in paragraph 8 in the Notes; (viii) the procedures for withdrawing a Repurchase Notice; and (ix) the CUSIP number of the Notes. At the Company's request and upon being provided with a copy of such Company Notice, the Trustee shall give such Company Notice in the Company's name and at the Company's expense, provided that the Company makes such request at least 15 days (unless a shorter period shall be acceptable to the Trustee) prior to the date such Company Notice must be mailed; and provided, further, that, in all cases, the text of such Company Notice shall be prepared by the Company. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.Selmer shall be obligated, if requested by TFC, to repurchase all or a portion of the Purchased Notes under the following circumstances: (a) Selmer shall be obligated, if requested by TFC, to repurchase all of the Purchased Notes relating to a particular Dealer if any of the following occur: (i) such Dealer defaults in the payment of principal and/or interest under the applicable Purchased Note(s) and such obligation(s) is past due more than ninety (90) days; (ii) such Dealer is otherwise in default under the terms of the applicable Purchased Note(s); or (iii) Selmer breaches the terms of any warranty contained in Sections 3.4 and 3.5 of this Agreement as such warranty relates to such Dealer or the applicable Purchased Notes; and (b) Selmer shall be obligated, if requested by TFC, to repurchase ALL Purchased Notes if Selmer: (i) breaches any provision of this Agreement, other than the warranties set forth in Section 3.4 and 3.5 of this agreement; (ii) is in default under the terms and conditions of any loan, lease, or similar agreement pursuant to which Selmer's aggregate obligations are $1 Million or more and all applicable grace periods for the cure of such default have expired; or (iii) is the subject of a bankruptcy, receivership or similar proceeding which, if involuntary, is not dismissed within thirty (30) days following its commencement. In the event that Selmer is obligated to repurchase a Designated Event shall occur at any time prior to Purchased Note because of a circumstance set forth in the Maturity Dateforegoing Subparagraph (a), then each Holder Clause (i) or Clause (ii), Selmer shall have the right to cause such Dealer to cure such default (in its entirety) within thirty (30) days following receipt of notice from TFC of the “Designated Event Repurchase Right”occurrence of such circumstance. In the event that Selmer is obligated to repurchase some or all of the Purchased Notes because of a circumstance set forth in the foregoing Subparagraph (a), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder Clause (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofiii), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Subparagraph (b) To exercise a Designated Event Repurchase Right), a Holder shall deliver to the Issuer or its designated agent Clause (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice (expect for Selmer's breach of the Holder’s exercise warranties and/or obligations set forth in Sections 1.3, 2.2, 4.1, 4.2(b) and 4.4(b) of this Agreement), Selmer shall have the right to cure such breach within thirty (30) days following receipt of notice from TFC of the occurrence of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Datebreach. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON The Class A DESIGNATED EVENT.Notes and Class B Notes shall be subject to repurchase in whole, but not in part, by Thrifty Finance at its option in accordance with Section 5.3 of the Base Indenture, as follows: (a) In the event that a Designated Event shall occur at any time prior Class A-1 Notes and the Class A-2 Notes are subject to the Maturity Date, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require repurchase by the Issuer to repurchasein whole, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or but not in part, of $1,000 or on any integral multiple of $1,000 in excess thereof or Payment Date and the entire principal amount of Class B-1 Notes and the Class B-2 Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note are subject to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer in whole, but not in part, on any Payment Date after the Class A Notes have been paid in full (the “Designated Event each such Payment Date, a "Repurchase Date”"); (b) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price for any such repurchase of Series 1995-1 Notes shall equal the Aggregate Principal Balance of such Notes (determined after giving effect to 100% any payment of the principal amount of the Notes to be repurchased on such Payment Date), plus accrued and unpaid interestinterest on such Aggregate Principal Balance (the "Repurchase Price"); and (c) in addition, toa prepayment premium (the "Series 1995-1 Note Prepayment Premium") will be payable to the holders of a class of the Series 1995-1 Notes upon any repurchase of such class of Notes by Thrifty Finance when the Aggregate Principal Balance of such class is greater than (i) $24,950,000, but excludingwith respect to the Class A-1 Notes, (ii) $19,000,000, with respect to the Class A-2 Notes, (iii) $650,000, with respect to the Class B-1 Notes and (iv) $400,000, with respect to the Class B-2 Notes. The Series 1995-1 Note Prepayment Premium in respect of each of the Class A-1 Notes, the Designated Event Class B-1 Notes and the Class B-2 Notes will equal the amount of interest that would have accrued on the Aggregate Principal Balance of such class of Notes (or in the case of prepayments pursuant to Article 5 of this Supplement, on the principal amount so prepaid) for the period commencing with the Repurchase Date (and ending on the “Designated Event expected final payment date for such class of Notes, at a rate of interest equal to 0.70% with respect to the Class A-1 Notes, 1.10% with respect to the Class B-1 Notes and 1.25% with respect to the Class B-2 Notes, discounted to present value at an interest rate per annum equal to the corporate bond equivalent yield to maturity on the Determination Date preceding such Repurchase Price”); providedDate on the 5.50% United States Treasury Note maturing November 1998 plus 0.20%, howeverin the case of the Class A-1 Notes, that installments the 5.875% United States Treasury Note maturing March 1999 plus 0.20%, in the case of interestthe Class B-1 Notes, and the 8.00% United States Treasury Note maturing May 2001 plus 0.25%, in the case of the Class B-2 Notes. The Series 1995-1 Note Prepayment Premium in respect of the Class A-2 Notes will equal the excess, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close amount of business interest that would have accrued on the Designated Event Repurchase Date specified Aggregate Principal Balance of such class of Notes (or in the Issuer Noticecase of a prepayment pursuant to Article 5 of this Supplement, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, on the principal amount of so prepaid) for the period commencing with the Repurchase Date and ending on the Class A-2 Notes Expected Final Payment Date at a rate equal to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and 6.60% over (ii) the Notes with respect corporate bond equivalent yield to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased maturity on the Trading Day immediately following the Designated Event Determination Date preceding such Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder Date on the Trading Day immediately following the Designated Event 5.625% United States Treasury Note maturing November 2000, discounted to present value to such Repurchase DateDate at such corporate bond equivalent yield plus 0.25%. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.Selmer shall be obligated, if requested by TFC, to repurchase all or a portion of the Purchased Notes under the following circumstances: (a) Selmer shall be obligated, if requested by TFC, to repurchase all of the Purchased Notes relating to a particular Dealer if any of the following occur: (i) such Dealer defaults in the payment of principal and/or interest under the applicable Purchased Note(s) and such obligation(s) is past due more than ninety (90) days; (ii) such Dealer is otherwise in default under the terms of the applicable Purchased Note(s); or (iii) Selmer breaches the terms of any warranty contained in Sections 3.4 and 3.5 of this Agreement as such warranty relates to such Dealer or the applicable Purchased Notes; and (b) Selmer shall be obligated, if requested by TFC, to repurchase ALL Purchased Notes if Selmer: (i) breaches any provision of this Agreement, other than the warranties set forth in Sections 3.4 and 3.5 of this agreement; (ii) is in default under the terms and conditions of any loan, lease, or similar agreement pursuant to which Selmer's aggregate obligations are $1 Million or more and all applicable grace periods for the cure of such default have expired; or (iii) is the subject of a bankruptcy, receivership or similar proceeding which, if involuntary, is not dismissed within thirty (30) days following its commencement. In the event that Selmer is obligated to repurchase a Designated Event shall occur at any time prior to Purchased Note because of a circumstance set forth in the Maturity Dateforegoing Subparagraph (a), then each Holder Clause (i) or Clause (ii), Selmer shall have the right to cause such Dealer to cure such default (in its entirety) within thirty (30) days following receipt of notice from TFC of the “Designated Event Repurchase Right”occurrence of such circumstance. In the event that Selmer is obligated to repurchase some or all of the Purchased Notes because of a circumstance set forth in the foregoing Subparagraph (a), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder Clause (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofiii), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Subparagraph (b) To exercise a Designated Event Repurchase Right), a Holder shall deliver to the Issuer or its designated agent Clause (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice (expect for Selmer's breach of the Holder’s exercise warranties and/or obligations set forth in Sections 1.3, 2.2, 4.1, 4.2(b) and 4.4(b) of this Agreement), Selmer shall have the right to cure such breach within thirty (30) days following receipt of notice from TFC of the occurrence of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Datebreach. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.The Company hereby agrees to repurchase and redeem from each Investor and each Investor hereby agrees to sell to the Company, in each case on the terms and conditions set forth herein: (a) In First Closing Notes in an aggregate principal amount set forth opposite such Investor’s name under the event that a Designated Event shall occur at any time prior heading “First Closing Notes (Principal and Interest)” on Schedule I hereto (with respect to each such Investor, such Investor’s “Repurchased First Closing Notes”) for an aggregate cash purchase price equal to the Maturity Datesum of (x) the amount set forth opposite such Investor’s name under the heading “First Closing Notes (Closing Purchase Price)” on Schedule I hereto (with respect to each such Investor, then each Holder shall have the right (the such Investor’s “Designated Event Repurchase RightRepurchased First Closing Notes Closing Purchase Price”), at such Holder’s option, to require which represents the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the aggregate outstanding principal amount of such Note Investor’s Repurchased First Closing Notes as of the date hereof, plus (y) the amount set forth opposite such Investor’s name under the heading “First Closing Notes (Deferred Purchase Price)” on Schedule I hereto (with respect to be Outstanding after each such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofInvestor, such Investor’s “Repurchased First Closing Notes Deferred Purchase Price”), on which represents the aggregate amount of accrued and unpaid interest in respect of such Investor’s Repurchased First Closing Notes as of the date specified by hereof; (b) Second Closing Notes in an aggregate principal amount set forth opposite such Investor’s name under the Issuer heading “Second Closing Notes (the Principal and Interest)” on Schedule I hereto (with respect to each such Investor, such Investor’s “Designated Event Repurchase DateRepurchased Second Closing Notes”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a for an aggregate cash purchase price equal to 100% the sum of (x) the amount set forth opposite such Investor’s name under the heading “Second Closing Notes (Closing Purchase Price)” on Schedule I hereto (with respect to each such Investor, such Investor’s “Repurchased Second Closing Notes Closing Purchase Price”), which represents the aggregate outstanding principal amount of such Investor’s Repurchased Second Closing Notes as of the date hereof, plus (y) the amount set forth opposite such Investor’s name under the heading “Second Closing Notes (Deferred Purchase Price)” on Schedule I hereto (with respect to be repurchased plus each such Investor, such Investor’s “Repurchased Second Closing Notes Deferred Purchase Price”), which represents the aggregate amount of accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders interest in respect of such Investor’s Repurchased Second Closing Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (date hereof; and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify Third Closing Notes in an aggregate principal amount set forth opposite such Investor’s name under the Issuer heading “Third Closing Notes (Principal and Interest)” on Schedule I hereto (with respect to each such Investor, such Investor’s “Repurchased Third Closing Notes”; and together with such Investor’s Repurchased First Closing Notes and Repurchased Second Closing Notes, collectively, such Investor’s “Repurchased Notes”) for an aggregate cash purchase price equal to the sum of (x) the amount set forth opposite such Investor’s name under the heading “Third Closing Notes (Closing Purchase Price)” on Schedule I hereto (with respect to each such Investor, such Investor’s “Repurchased Third Closing Notes Closing Purchase Price”; and together with such Investor’s Repurchased First Closing Notes Closing Purchase Price and Repurchased Second Closing Notes Closing Purchase Price, collectively, such Investor’s “Aggregate Repurchased Notes Closing Purchase Price”), which represents the aggregate outstanding principal amount of such Investor’s Repurchased Third Closing Notes as of the receipt by it date hereof, plus (y) the amount set forth opposite such Investor’s name under the heading “Third Closing Notes (Deferred Purchase Price)” on Schedule I hereto (with respect to each such Investor, such Investor’s “Repurchased Third Closing Notes Deferred Purchase Price”; and together with such Investor’s Repurchased First Closing Notes Deferred Purchase Price and Repurchased Second Closing Notes Deferred Purchase Price, collectively, such Investor’s “Aggregate Repurchased Notes Deferred Purchase Price”), which represents the aggregate amount of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions accrued and unpaid interest in respect of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent such Investor’s Repurchased Third Closing Notes as of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Datedate hereof. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT. (a) In at Option of the event that a Designated Event shall occur at any time prior to the Maturity Date, then each Holder upon Change in Control. If there shall have the right (the “Designated Event Repurchase Right”)occurred a Change in Control, at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 all or any integral multiple of $1,000 in excess thereof or the entire principal amount portion of the Notes held by of any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples a whole multiple of $1,000 in excess thereof)1,000, on the date specified not previously called for redemption, shall be repurchased by the Issuer (Company, at the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date option of the Issuer Notice (as defined in Section 13.4) such Holder, at a purchase repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus repurchased, together with interest accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date repurchase date (the “Designated Event "Change in Control Repurchase Price”"), on the date (the "Change in Control Repurchase Date") that is 45 Business Days after the Change in Control Repurchase Notice; provided, however, that installments of interest, if any, interest on Notes with an Interest Payment Date on or whose Stated Maturity is prior to or on the Designated Event Change in Control Repurchase Date shall be payable to the Holders of such Notes Notes, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms and terms. Subject to the provisions fulfillment by the Company of the conditions set forth in Section 2.1 3.08(b) hereof. The Designated Event , the Company may elect to pay the Change in Control Repurchase Price by delivering the number of shares of Common Stock equal to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the close Change in Control Repurchase Date. Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.07 hereof) or Exhibit A-1 annexed hereto there is a reference, in any context, to the principal of business on any Note as of any time, such reference shall be deemed to include reference to the Designated Event Change in Control Repurchase Date specified Price payable in respect to such Note to the Issuer Noticeextent that such Change in Control Repurchase Price is, written notice was or would be so payable at such time, and express mention of the Holder’s Change in Control Repurchase Price in any provision of this Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that, for the purposes of Article 11 hereof, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash. A "Change in Control" of the Company shall be deemed to have occurred at such time as either of the following events shall occur: (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of such rightCapital Stock entitled to vote generally in elections of directors, which notice shall set forth other than any acquisition by the name Company, any of its subsidiaries or any of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and employee benefit plans; or (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay consolidation or deposit funds with the Paying Agent in the amount merger of the Designated Event Repurchase Price for Company with or into any other person, any merger of another person into the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]Company, or any conveyance, transfer, sale, lease or

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT. (a) In by the event that a Designated Event Company at the Option of the Holder. Unless the Company has elected to redeem all of the 2012 Notes in accordance with Section 3.07, the 2012 Notes shall occur be purchased by the Company at the option of any holder thereof at any time prior to the Maturity Dateon or after September 1, then each Holder shall have the right 2011 at a date designated by such holder (the “Designated Event "Repurchase Right”Date"), at such Holder’s optionfor cash, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase repurchase price equal to of 100% of the principal amount of the Notes to be repurchased amount, plus any accrued and unpaid interest, Interest to, but excluding, the Designated Event Repurchase Date (Date; provided that no 2012 Notes may be repurchased by the “Designated Event Repurchase Price”); provided, however, that installments Company pursuant to this Section 3.10 if the principal amount of interest, if any, on any 2012 Notes with an Interest Payment Date has been accelerated and such acceleration has not been rescinded on or prior to the Designated Event Repurchase Date. Repurchases of 2012 Notes under this Section 3.10 shall be made, at the option of the holder thereof, upon: (a) delivery to the Trustee (or other paying agent appointed by the Company) by a holder of a duly completed notice (the "Repurchase Notice") in the form set forth on the reverse of the 2012 Note during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the Repurchase Date shall be payable until the close of business on the date that is 10 Business Days prior to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash.Date; and (b) To exercise delivery or book entry transfer of such 2012 Notes to the Trustee (or other paying agent appointed by the Company) at any time after delivery of the Repurchase Notice (together with all necessary endorsements) at the Corporate Trust Office of the Trustee or any other office of the Trustee (or other paying agent appointed by the Company) in the Borough of Manhattan as provided in Section 4.02, such delivery being a Designated Event condition to receipt by the holder of the repurchase price therefor; provided that such repurchase price shall be so paid pursuant to this Section 3.10 only if the 2012 Note so delivered to the Trustee (or other paying agent appointed by the Company) shall conform in all respects to the description thereof in the related Repurchase RightNotice. The Company shall purchase from the holder thereof, pursuant to this Section 3.10, a Holder shall deliver portion of a 2012 Note, only if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the Issuer purchase of all of a 2012 Note also apply to the purchase of such portion of such 2012 Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.10 shall be consummated by the delivery of the consideration to be received by the holder promptly following the later of the Repurchase Date and the time of the book entry transfer or its designated delivery of the 2012 Note. Notwithstanding anything herein to the contrary, any holder delivering to the Trustee (or other paying agent (iappointed by the Company) a Repurchase Notice contemplated by this Section 3.10 shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Designated Event Business Day immediately preceding the Repurchase Date specified in the Issuer Notice, by delivery of a written notice of withdrawal to the Holder’s exercise of such right, which notice shall set forth Trustee (or other paying agent appointed by the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased Company) in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to accordance with Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note 3.11. The Company is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures)obligated under this Section 3.10 to repurchase Notes listed in such written notice of withdrawal. The Issuer shall pay Trustee (or deposit funds with other paying agent appointed by the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (cCompany) The Paying Agent shall promptly notify the Issuer Company of the receipt by it of a Designated Event any Repurchase NoticeNotice or written notice of withdrawal thereof. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.Xxxxxxx shall be obligated, if requested by TFC, to repurchase all or a portion of the Purchased Notes under the following circumstances: (a) Xxxxxxx shall be obligated, if requested by TFC, to repurchase all of the Purchased Notes relating to a particular Dealer if any of the following occur: (i) such Dealer defaults in the payment of principal and/or interest under the applicable Purchased Note(s) and such obligation(s) is past due more than ninety (90) days; (ii) such Dealer is otherwise in default under the terms of the applicable Purchased Note(s); or (iii) Xxxxxxx breaches the terms of any warranty contained in Sections 3.4 and 3.5 of this Agreement as such warranty relates to such Dealer or the applicable Purchased Notes; and (b) Xxxxxxx shall be obligated, if requested by TFC, to repurchase ALL Purchased Notes if Xxxxxxx: (i) breaches any provision of this Agreement, other than the warranties set forth in Sections 3.4 and 3.5 of this agreement; (ii) is in default under the terms and conditions of any loan, lease, or similar agreement pursuant to which Xxxxxxx'x aggregate obligations are $1 Million or more and all applicable grace periods for the cure of such default have expired; or (iii) is the subject of a bankruptcy, receivership or similar proceeding which, if involuntary, is not dismissed within thirty (30) days following its commencement. In the event that Xxxxxxx is obligated to repurchase a Designated Event shall occur at any time prior to Purchased Note because of a circumstance set forth in the Maturity Dateforegoing Subparagraph (a), then each Holder Clause (i) or Clause (ii), Xxxxxxx shall have the right to cause such Dealer to cure such default (in its entirety) within thirty (30) days following receipt of notice from TFC of the “Designated Event Repurchase Right”occurrence of such circumstance. In the event that Xxxxxxx is obligated to repurchase some or all of the Purchased Notes because of a circumstance set forth in the foregoing Subparagraph (a), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder Clause (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofiii), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Subparagraph (b) To exercise a Designated Event Repurchase Right), a Holder shall deliver to the Issuer or its designated agent Clause (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice (expect for Xxxxxxx'x breach of the Holder’s exercise warranties and/or obligations set forth in Sections 1.3, 2.2, 4.1, 4.2(b) and 4.4(b) of this Agreement), Xxxxxxx shall have the right to cure such breach within thirty (30) days following receipt of notice from TFC of the occurrence of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Datebreach. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.Xxxxxxx shall be obligated, if requested by TFC, to repurchase all or a portion of the Purchased Notes under the following circumstances: (a) Xxxxxxx shall be obligated, if requested by TFC, to repurchase all of the Purchased Notes relating to a particular Dealer if any of the following occur: (i) such Dealer defaults in the payment of principal and/or interest under the applicable Purchased Note(s) and such obligation(s) is past due more than ninety (90) days; (ii) such Dealer is otherwise in default under the terms of the applicable Purchased Note(s); or (iii) Xxxxxxx breaches the terms of any warranty contained in Sections 3.4 and 3.5 of this Agreement as such warranty relates to such Dealer or the applicable Purchased Notes; and (b) Xxxxxxx shall be obligated, if requested by TFC, to repurchase ALL Purchased Notes if Xxxxxxx: (i) breaches any provision of this Agreement, other than the warranties set forth in Section 3.4 and 3.5 of this agreement; (ii) is in default under the terms and conditions of any loan, lease, or similar agreement pursuant to which Xxxxxxx'x aggregate obligations are $1 Million or more and all applicable grace periods for the cure of such default have expired; or (iii) is the subject of a bankruptcy, receivership or similar proceeding which, if involuntary, is not dismissed within thirty (30) days following its commencement. In the event that Xxxxxxx is obligated to repurchase a Designated Event shall occur at any time prior to Purchased Note because of a circumstance set forth in the Maturity Dateforegoing Subparagraph (a), then each Holder Clause (i) or Clause (ii), Xxxxxxx shall have the right to cause such Dealer to cure such default (in its entirety) within thirty (30) days following receipt of notice from TFC of the “Designated Event Repurchase Right”occurrence of such circumstance. In the event that Xxxxxxx is obligated to repurchase some or all of the Purchased Notes because of a circumstance set forth in the foregoing Subparagraph (a), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder Clause (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofiii), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Subparagraph (b) To exercise a Designated Event Repurchase Right), a Holder shall deliver to the Issuer or its designated agent Clause (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice (expect for Xxxxxxx'x breach of the Holder’s exercise warranties and/or obligations set forth in Sections 1.3, 2.2, 4.1, 4.2(b) and 4.4(b) of this Agreement), Xxxxxxx shall have the right to cure such breach within thirty (30) days following receipt of notice from TFC of the occurrence of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Datebreach. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.Selmer shall be obligated, if requested by TFC, to repurchase all or a portion of the Purchased Notes under the following circumstances: (a) Selmer shall be obligated, if requested by TFC, to repurchase all of the Purchased Notes relating to a particular Dealer if any of the following occur: (i) such Dealer defaults in the payment of principal and/or interest under the applicable Purchased Note(s) and such obligation(s) is past due more than ninety (90) days; (ii) such Dealer is otherwise in default under the terms of the applicable Purchased Note(s); or (iii) Selmer breaches the terms of any warranty contained in Sections 3.4 and 3.5 of this Agreement as such warranty relates to such Dealer or the applicable Purchased Notes; and (b) Selmer shall be obligated, if requested by TFC, to repurchase all Purchased Notes if Selmer: (i) breaches any provision of this Agreement, other than the warranties set forth in Sections 3.4 and 3.5 of this agreement; (ii) is in default under the terms and conditions of any loan, lease, or similar agreement pursuant to which Selmer’s aggregate obligations are $18 Million or more and all applicable grace periods for the cure of such default have expired; or (iii) is the subject of a bankruptcy, receivership or similar proceeding which, if involuntary, is not dismissed within thirty (30) days following its commencement. In the event that Selmer is obligated to repurchase a Designated Event shall occur at any time prior to Purchased Note because of a circumstance set forth in the Maturity Dateforegoing Subparagraph (a), then each Holder Clause (i) or Clause (ii), Selmer shall have the right to cause such Dealer to cure such default (in its entirety) within thirty (30) days following receipt of notice from TFC of the “Designated Event Repurchase Right”occurrence of such circumstance. In the event that Selmer is obligated to repurchase some or all of the Purchased Notes because of a circumstance set forth in the foregoing Subparagraph (a), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder Clause (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofiii), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Subparagraph (b) To exercise a Designated Event Repurchase Right), a Holder shall deliver to the Issuer or its designated agent Clause (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice (expect for Selmer’s breach of the Holder’s exercise warranties and/or obligations set forth in Sections 1.3, 2.2, 4.1, 4.2(b) and 4.4(b) of this Agreement), Selmer shall have the right to cure such breach within thirty (30) days following receipt of notice from TFC of the occurrence of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Datebreach. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.The Series 2003-1 Notes shall be subject to repurchase in whole, but not in part, by RCFC at its option in accordance with Section 5.3 of the Base Indenture, as follows: (a) In the event that a Designated Event shall occur at any time prior Series 2003-1 Notes are subject to the Maturity Daterepurchase by RCFC in whole, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or but not in part, on any Payment Date. On or prior to such Payment Date, RCFC shall have paid the Series 2003-1 Insurer all amounts due and unpaid under the Insurance Agreement (each such Payment Date, a "Repurchase Date"); (b) the purchase price for any such repurchase of $1,000 or any integral multiple of $1,000 in excess thereof or Series 2003-1 Notes shall equal the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount Aggregate Principal Balance of such Note Notes (determined after giving effect to be Outstanding after any payment of principal on such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofPayment Date), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date interest on such Aggregate Principal Balance (the “Designated Event "Repurchase Price”"); provided; (c) as a condition precedent to any repurchase, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Distribution Date on which any Series 2003-1 Note is repurchased by RCFC pursuant to this Section 8.1, RCFC shall pay the Series 2003-1 Insurer all Series 2003-1 Insurer Payments and all other Series 2003-1 Insurer Reimbursement Amounts due and unpaid as of such Distribution Date; and (d) in addition, a prepayment premium (the "Series 2003-1 Note Prepayment Premium") will be payable to the Holders holders of the Series 2003-1 Notes upon any repurchase of such Series 2003-1 Notes registered as such by RCFC when the Aggregate Principal Balance thereof is greater than ten percent (10%) of the Series 2003-1 Initial Invested Amount. The Series 2003-1 Note Prepayment Premium with respect to the Series 2003-1 Notes will equal the amount of interest that would have accrued on the relevant Record Date according to their terms and Aggregate Principal Balance of the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Series 2003-1 Notes so prepaid (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent assuming that (i) prior no Amortization Event occurs with respect to the close of business on the Designated Event Repurchase Date specified in the Issuer NoticeSeries 2003-1 Notes, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which Series 2003-1 Noteholders are paid the Designated Event Repurchase Right is being exercised duly endorsed Series 2003-1 Controlled Distribution Amount on each of the scheduled Payment Dates for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds period commencing with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased Payment Date on which such repurchase is effected and ending on the Trading Day immediately following the Designated Event Repurchase Series 2003-1 Expected Final Payment Date, and (iii) interest accrues on such Series 2003-1 Notes at a rate equal to 0.40%), discounted to present value to such Payment Date at a rate equal to LIBOR in effect on such Payment Date plus 0.40%. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.The Series 2001-1 Notes shall be subject to repurchase in whole, but not in part, by RCFC at its option in accordance with Section 5.3 of the Base Indenture, as follows: (a) In the event that a Designated Event shall occur at any time prior Series 2001-1 Notes are subject to the Maturity Daterepurchase by RCFC in whole, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or but not in part, on any Payment Date. On or prior to such Payment Date, RCFC shall have paid the Series 2001-1 Insurer all amounts due and unpaid under the Insurance Agreement (each such Payment Date, a "Repurchase Date"); (b) the purchase price for any such repurchase of $1,000 or any integral multiple of $1,000 in excess thereof or Series 2001-1 Notes shall equal the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount Aggregate Principal Balance of such Note Notes (determined after giving effect to be Outstanding after any payment of principal on such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereofPayment Date), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date interest on such Aggregate Principal Balance (the “Designated Event "Repurchase Price”"); provided; (c) as a condition precedent to any repurchase, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Distribution Date on which any Series 2001-1 Note is repurchased by RCFC pursuant to this Section 8.1, RCFC shall pay the Series 2001-1 Insurer all Series 2001-1 Series 2001-1 Insurer Payments and all other Series 2001-1 Insurer Reimbursement Amounts due and unpaid as of such Distribution Date; and (d) in addition, a prepayment premium (the "Series 2001-1 Note Prepayment Premium") will be payable to the Holders holders of the Series 2001-1 Notes upon any repurchase of such Series 2001-1 Notes registered as such by RCFC when the Aggregate Principal Balance thereof is greater than $35,000,000. The Series 2001-1 Note Prepayment Premium with respect to the Series 2001-1 Notes will equal the amount of interest that would have accrued on the relevant Record Date according to their terms and Aggregate Principal Balance of the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. Series 2001-1 Notes so prepaid (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent assuming that (i) prior no Amortization Event occurs with respect to the close of business on the Designated Event Repurchase Date specified in the Issuer NoticeSeries 2001-1 Notes, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which Series 2001-1 Noteholders are paid the Designated Event Repurchase Right is being exercised duly endorsed Series 2001-1 Controlled Distribution Amount on each of the scheduled Payment Dates for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds period commencing with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased Payment Date on which such repurchase is effected and ending on the Trading Day immediately following the Designated Event Repurchase Series 2001-1 Expected Final Payment Date, and (iii) interest accrues on such Series 2001-1 Notes at a rate equal to 0.27%), discounted to present value to such Payment Date at a rate equal to LIBOR in effect on such Payment Date plus 0.27%. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT.at the Option of the Holder from Excess Cash Flow If the Parent has Excess Cash Flow for any fiscal year, then no later than the 140th day following the end of each fiscal year, the Parent shall apply an amount equal to 50% of the Excess Cash Flow for such fiscal year: (a1) In the event that a Designated Event shall occur at any time prior first, to the Maturity Dateextent the Parent elects (or is required by the terms of any Indebtedness), then each Holder shall have to prepay, repay, redeem or purchase (and permanently reduce the right commitments thereunder) Senior Debt of the Company or the Guarantors with such percentage of Excess Cash Flow; and (1) (2) second, to the extent of the balance of such percentage of Excess Cash Flow after application in accordance with clause (1) (the “Designated Event Repurchase Right”amount of such unapplied percentage, the "Excess Cash Flow Amount"), at such Holder’s option, to require make an offer (the Issuer "Excess Cash Flow Offer") to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount holders of the Notes held by any Holder and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to purchase such Indebtedness from the Company's Excess Cash Flow to purchase, on a pro rata basis in proportion to the respective principal amounts (provided that no single Note may be repurchased or accreted values, in part unless the portion case of Indebtedness issued with original issue discount) of the principal amount of Notes and such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof)other Indebtedness then outstanding, on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) Notes at a purchase price in cash equal to 100% of the principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the Notes or such other Indebtedness to be repurchased plus purchased (the "Excess Cash Flow Purchase Price"), together with accrued and unpaid interestinterest and Liquidated Damages, toif any, but excludingthereon to the date fixed for the purchase of the Notes pursuant to such Excess Cash Flow Offer, in accordance with the Designated Event Repurchase Date (the “Designated Event Repurchase Price”)terms of this Section 4.15; provided, however, that installments in connection with any prepayment, repayment or purchase of interestDebt pursuant to clause (1) above, the Company or such Guarantor shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; and provided, further, that no Excess Cash Flow Offer shall be required to be made if the Parent's Leverage Ratio is less than 2.50 to 1.0 on the last day of such fiscal year. The Excess Cash Flow Offer will be required to remain open for 20 Business Days following its commencement. Upon the expiration of that period, the Parent promptly (and in any case, within three Business Days following such expiration) will apply the Excess Cash Flow Offer Amount plus accrued and unpaid interest and Liquidated Damages, if any, on Notes with an Interest Payment Date on or prior thereon to the Designated Event Repurchase Date shall purchase of all Indebtedness validly tendered pursuant to an Excess Cash Flow Offer for the Excess Cash Purchase Price. If the aggregate principal amount of Indebtedness tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount with respect thereto, the Parent will purchase such Indebtedness, or portions thereof tendered, pro rata or by such other method as may be payable required by law. If the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to any Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Company and the Guarantors may use any remaining Excess Cash Flow Amount for any purposes not prohibited by the Indentures. The Parent will not be required to make an Excess Cash Flow Offer to purchase Notes pursuant to this covenant if the available cumulative Excess Cash Flow after the application of Excess Cash Flow in accordance with clause (1) of the previous paragraph is less than $5,000,000; provided, that any such lesser amount of Excess Cash Flow (if positive) will be added to the Holders of such Notes registered as such on Excess Cash Flow for each subsequent fiscal year until an Excess Cash Flow Offer is made. To the relevant Record Date according to their terms and extent that the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer any securities laws or its designated agent (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes regulations conflict with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 covenant, the Company's compliance with such laws and regulations shall be consummated by the delivery from the Issuer to the Paying Agent not in and of itself cause a breach of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase DateCompany's obligations under such covenant. SECTION 13.3 [RESERVED]

Repurchase of Notes. SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENTat Option of the Holder upon Change ------------------------------------------------------- in Control. (a) In the event that a Designated Event shall occur at any time prior to the Maturity Date, then each Holder If there shall have the right (the “Designated Event Repurchase Right”)occurred a Change in Control, at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 all or any integral multiple of $1,000 in excess thereof or the entire principal amount ---------- portion of the Notes held by of any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples a whole multiple of $1,000 in excess thereof)1,000, on the date specified not previously called for redemption, shall be repurchased by the Issuer (Company, at the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date option of the Issuer Notice (as defined in Section 13.4) such Holder, at a purchase repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus repurchased, together with interest accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date repurchase date (the “Designated Event "Change in Control Repurchase Price”"), on the date (the "Change in Control Repurchase Date") that is 45 Business Days after the Change in Control Repurchase Notice; provided, however, that installments of interest, if any, interest on Notes with an Interest Payment Date on or whose Stated Maturity is prior to or on the Designated Event Change in Control Repurchase Date shall be payable to the Holders of such Notes Notes, or one or more predecessor Notes, registered as such on the relevant Regular Record Date according to their terms terms. Subject to the fulfillment by the Company of the conditions set forth in Section 3.10(b) hereof, the Company may elect to pay the Change in Control Repurchase Price by delivering the number of shares of Common Stock equal to (i) the Change in Control Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change in Control Repurchase Date. Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.07 hereof) or Exhibit A-1 annexed hereto there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Change in Control Repurchase Price payable in respect to such Note to the extent that such Change in Control Repurchase Price is, was or would be so payable at such time, and express mention of the Change in Control Repurchase Price in any provision of this Indenture shall not be construed as excluding the Change in Control Repurchase Price in those provisions of this Indenture when such express mention is not made; provided, however, that, for the purposes of Article 11 hereof, such reference shall be deemed to include reference to the Change in Control Repurchase Price only to the extent the Change in Control Repurchase Price is payable in cash. A "Change in Control" of the Company shall be deemed to have occurred at such time as either of the following events shall occur: (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of such Capital Stock entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of the employee benefit plans; or (ii) any consolidation or merger of the Company with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's capital stock and (2) pursuant to which holders of the Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Capital Stock entitled to vote generally in the election of directors of the continuing or surviving person immediately after the transaction; or (B) any merger solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock of the surviving entity; (iii) during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the board of directors of the Company (together with any new directors whose election to the board of directors of the Company, or whose nomination for election by the stockholders of the Company, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose elections or nominations for election were previously so approved) cease for any reason to constitute a majority of the board of directors of the Company then in office; or (iv) the Company is liquidated or dissolved or a resolution is passed by the Company's stockholders approving a plan of liquidation or dissolution of the Company other than in a transaction which complies with the provisions described in Article 5 of Section 2.1 hereofthe Indenture. Beneficial ownership shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The Designated Event term "person" shall include any syndicate or group which would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act. (b) The following are conditions to the Company's election to pay for the Change in Control Repurchase Price in Common Stock: (i) The shares of Common Stock to be issued upon repurchase of Notes hereunder: (A) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, if such registration is required, such registration shall be completed and shall become effective prior to the Change in Control Repurchase Date; and (B) shall not require registration with, or approval of, any governmental authority under any state law or any other federal law before shares may be validly issued or delivered upon repurchase or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Change in Control Repurchase Date. (ii) The shares of Common Stock to be listed upon repurchase of Notes hereunder are, or shall have been, approved for listing on the Nasdaq National Market or the New York Stock Exchange or listed on another national securities exchange, in any case, prior to the Change in Control Repurchase Date. (iii) All shares of Common Stock which may be issued upon repurchase of Notes will be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid upon a Designated Event and nonassessable and free of any preemptive or similar rights. (iv) If any of the conditions set forth in clauses (i) through (iii) of this Section 3.08(b) are not satisfied in accordance with the terms thereof, the Change in Control Repurchase Price shall be paid by the Company only in cash. (bc) To exercise Unless the Company shall have theretofore called for redemption all of the outstanding Notes, prior to or on the 30th day after the occurrence of a Designated Event Repurchase RightChange in Control, the Company, or, at the written request and expense of the Company prior to or on the 30th day after such occurrence, the Trustee, shall give to all Noteholders, in the manner provided in Section 12.02 hereof, notice of the occurrence of the Change in Control and of the repurchase right set forth herein arising as a Holder result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Issuer Trustee. The notice shall include a form of Change in Control Repurchase Notice (as defined in Section 3.10(d)) to be completed by the Noteholder and shall state: (1) briefly, the events causing a Change in Control and the date of such Change in Control; (2) the date by which the Change in Control Repurchase Notice pursuant to this Section 3.10 must be given; (3) the Change in Control Repurchase Date; (4) the Change in Control Repurchase Price; (5) the name and address of the Paying Agent and the Conversion Agent; (6) the Conversion Price and any adjustments thereto; (7) that Notes as to which a Change in Control Repurchase Notice has been given may be converted pursuant to Article 10 hereof only if the Change in Control Repurchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) that Notes must be surrendered to the Paying Agent to collect payment; (9) that the Change in Control Repurchase Price for any Note as to which a Change in Control Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change in Control Repurchase Date and the time of surrender of such Note as described in (8) above; (10) briefly, the procedures the Holder must follow to exercise rights under this Section 3.08; (11) briefly, the conversion rights of the Notes; (12) the procedures for withdrawing a Change in Control Repurchase Notice; (13) that, unless the Company defaults in making payment of such Redemption Price, interest on Notes called for redemption will cease to accrue on and after the Redemption Date; and (14) the CUSIP or ISIN number of the Notes. (d) A Holder may exercise its designated agent rights specified in Section 3.10(a) hereof upon delivery of a written notice of purchase (ia "Change in Control Repurchase Notice") to the Paying Agent at any time prior to the close of business on the Designated Event Change in Control Repurchase Date specified in Date, stating: (1) the Issuer Notice, written notice certificate number of the Holder’s exercise of such right, Note which notice shall set forth the name of the Holder, the principal amount of the Notes Holder will deliver to be repurchased purchased; (and, if any Note is to repurchased in part, the serial number thereof, 2) the portion of the principal amount thereof of the Note which the Holder will deliver to be repurchased purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Note shall be purchased pursuant to the terms and the name conditions specified in paragraph 6 of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures)Notes. The Issuer shall pay or deposit funds with delivery of such Note to the Paying Agent prior to, on or after the Change in Control Repurchase Date (together with all necessary endorsements) at the amount offices of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of be a condition to the receipt by it the Holder of the Change in Control Repurchase Price therefor; provided, however, that such Change in Control Repurchase Price shall be so paid pursuant to this Section 3.10 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Repurchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.10, a portion of a Designated Event Repurchase Notice. (d) Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any repurchase purchase by the Issuer Company contemplated pursuant to the provisions of this Section 13.2 3.10 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder promptly following the later of the Change in Control Repurchase Date and the time of delivery of the Note to the Paying Agent in accordance with this Section 3.10. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Repurchase Notice contemplated by this Section 3.10(d) shall have the right to withdraw such Change in Control Repurchase Notice at any time prior to the close of business on the Trading Day immediately following Change in Control Repurchase Date by delivery of a written notice of withdrawal to the Designated Event Paying Agent in accordance with Section 3.11. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Repurchase DateNotice or written withdrawal thereof. SECTION 13.3 [RESERVED]