Common use of Repurchase Provisions Clause in Contracts

Repurchase Provisions. If a Change of Control occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, except as provided in Section 3.9(c) of the Indenture or unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect Issuer exercised its right to redeem all the outstanding Notes under SECTION 5.7pursuant to Section 5.7 of the Indenture, the Company shall Issuer will be required to make an offer to purchase each Holder to repurchase all or any part (in minimum denominations of the $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonrepurchased, to, but not including, the date of repurchase. Within 30 days following the date of any Change of Control, or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer shall mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) a notice to Holders of Notes (and shall provide a copy of such redemptionnotice to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to the procedures required by this Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date specified in the notice. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes (or, to the extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes), plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in SECTION 3.5 Sections 3.5(c) and (d) of the Indenture and in ARTICLE V minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to Section 3.5 of the IndentureIndenture prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million.

Repurchase Provisions. If (a) Upon a Change of Control occurs, unless Triggering Event any Holder of Notes will have the right to cause the Company has previously to repurchase all or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all any part of the Notes pursuant to the offer described below (the “Change of Control Offer”) such Holder at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of repurchase; ) as provided that (1) if the repurchase date is on or after the record date in, and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant subject to the terms of the Indentureof, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer accept a Change of Control Offer and the Company, or any third party making a such tender offer in lieu of the Company, Company purchases all of the Notes validly tendered and not withdrawn held by such Holders, the Company or such third party will have the right right, upon not less than 10 30 nor more than 60 days’ prior written notice, given not more than 30 days following such the purchase datepursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption purchase price equal to the price offered to each other Holder in such tender offer Change of Control Payment plus, to the extent not included in the tender offer paymentChange of Control Payment, accrued and unpaid interestinterest and Special Interest, if any, thereonon the Notes that remain outstanding, to, but not including, to the date of such redemption. Upon certain redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). (b) In the event of an Asset SalesDisposition that requires the purchase of Notes pursuant to Section 3.7(d) of the Indenture, the Company may will be required to use the apply such Excess Proceeds from such Asset Sales to offer to offer to purchase the repayment of the Notes and any pari passu Indebtedness in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V Section 3.7 of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company has Issuers have previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7paragraph 7, each Holder will have the Company shall make right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an offer to purchase all integral multiple of the $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchasepurchase; provided that (1) if the repurchase date is on or after the record date and but on or before the corresponding related interest payment date, then Holders in whose name of the Notes are registered at who hold as of the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make . In connection with a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer Change of Control Offer and the CompanyIssuers, or any third party making a such tender offer in lieu of the CompanyIssuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company Issuers or such third party will have the right upon not less than 10 15 nor more than 60 days’ prior written notice, given not more than 30 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer Change of Control Offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company Issuers may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If (a) Prior to a Change Qualified Public Offering (as that term is defined in that certain Stockholders' Agreement of Control occurs, unless the Company has previously dated of even date herewith), in the event the Executive is either terminated for Cause (as defined in Section 7(a) of the Agreement) or substantially concurrently therewith delivered a redemption notice resigns from employment with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase ("Repurchase Termination"), all of the Notes pursuant to the offer described below (the “Change Executive's shares of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu common stock of the Company, purchases whether held by Executive or transferred by Executive to one or more transferees (collectively, the "Executive Stock") shall be subject to repurchase by the Company as set forth in this Paragraph 16 (the "Repurchase Option"). (b) Following any Repurchase Termination the Company shall have the right, but not the obligation, to purchase all, but not less than all of the Notes validly tendered and not withdrawn by Executive Stock for the following amounts: from March 1, 1999 through February 28, 2000, fifty percent (50%) of the book value of such Holderssecurities; after March 1, 2000, the book value of such securities. (c) The Board of Directors of the Company may elect to exercise the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of such third party stock within forty-five (45) days after the date of the Repurchase Termination. The Repurchase Notice will have set forth the right upon number of shares of the Executive Stock to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. (d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than forty-five (45) days nor less than 10 nor more than 60 days’ two (2) business days after the delivery of the Repurchase Notice. The Company shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable prior written notice, given not more than 30 days following to the first anniversary of the closing of such purchase date, to redeem all Notes that remain outstanding following such purchase and bearing interest at a redemption price rate per annum equal to the prime rate of interest as announced by Citibank, N.A., or (iii) both (i) and (ii), in the aggregate amount of the purchase price offered for such shares; provided that the Company shall use reasonable efforts to each other Holder make all such repurchases with a check or wire transfer of funds unless prohibited by law or by its lenders (in writing). Any notes issued by the Company pursuant to this Paragraph 16(d) shall be subject to any restrictive covenants to which the Company is subject at the time of such tender offer plus, purchase. The Company shall be entitled to receive customary representations and warranties as to title from the sellers regarding such sale and to require all sellers' signatures be guaranteed. The Company may elect to assign its right to purchase to the extent not included stockholders of the Company (which rights to purchase shall be distributed pro rata to all stockholders (other than the Executive), based upon the number of votes held by such stockholders). In the event the Company elects to assign its rights to the other stockholders of the Company (other than the Executive) such other stockholders shall have the same right as the Company to purchase stock pursuant to the Repurchase Notice. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Executive Stock by the Company hereunder shall be subject to applicable restrictions contained in the tender offer payment, accrued Delaware General Corporation Law and unpaid interest, if any, thereon, to, but not including, in the date Company's and its direct and indirect subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of such redemption. Upon certain Asset Salesthe Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may be required make such repurchases as soon as it is permitted to use the Excess Proceeds from do so under such Asset Sales to offer to offer to purchase Notes restrictions, but in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V any event within 180 days of the IndentureRepurchase Termination. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company's right to repurchase the Executive Stock shall terminate upon the consummation of a Qualified Public Offering.

Repurchase Provisions. If (a) Prior to a Change Qualified Public Offering (as that term is defined in that certain Stockholders' Agreement of Control occursthe Corporation dated of even date herewith), unless in the Company has previously event the Executive is either terminated for Cause (as defined in Section 7(a) of the Agreement) or substantially concurrently therewith delivered a redemption notice resigns from employment with respect to all the outstanding Notes under SECTION 5.7Corporation ("Repurchase Termination"), the Company shall make an offer to purchase all of the Notes Executive's shares of common stock of the Corporation, whether held by Executive or transferred by Executive to one or more transferees (collectively, the "Executive Stock") shall be subject to repurchase by the Corporation as set forth in this Paragraph 16 (the "Repurchase Option"). (b) Following any Repurchase Termination the Corporation shall have the right, but not the obligation, to purchase all, but not less than all of the Executive Stock for the following amounts: from March 1, 1999 through February 28, 2000, fifty percent (50%) of the book value of such securities; after March 1, 2000, the book value of such securities. (c) The Board of Directors of the Corporation may elect to exercise the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of such stock within forty-five (45) days after the date of the Repurchase Termination. The Repurchase Notice will set forth the number of shares of the Executive Stock to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. (d) The closing of the purchase of the Executive Stock pursuant to the offer described below Repurchase Option shall take place on the date designated by the Corporation in the Repurchase Notice, which date shall not be more than forty-five (45) days nor less than two (2) business days after the “Change delivery of Control Offer”the Repurchase Notice. The Corporation shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable prior to the first anniversary of the closing of such purchase and bearing interest at a price in cash (the “Change of Control Payment”) rate per annum equal to 101% the prime rate of interest as announced by Citibank, N.A., or (iii) both (i) and (ii), in the aggregate amount of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchasepurchase price for such shares; provided that the Corporation shall use reasonable efforts to make all such repurchases with a check or wire transfer of funds unless prohibited by law or by its lenders (1in writing). Any notes issued by the Corporation pursuant to this Paragraph 16(d) if shall be subject to any restrictive covenants to which the repurchase date Corporation is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered subject at the close time of business on such record date will purchase. The Corporation shall be entitled to receive interest on customary representations and warranties as to title from the repurchase date; sellers regarding such sale and to require all sellers' signatures be guaranteed. The Corporation may elect to assign its right to purchase to the stockholders of the Corporation (2which rights to purchase shall be distributed pro rata to all stockholders (other than the Executive), based upon the number of votes held by such stockholders). In the event the Corporation elects to assign its rights to the other stockholders of the Corporation (other than the Executive) if such other stockholders shall have the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes same right as the Corporation to purchase stock pursuant to the terms Repurchase Notice. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Indenture, then Executive Stock by the Company Corporation hereunder shall make a Change of Control Offer be subject to applicable restrictions contained in the Delaware General Corporation Law and otherwise comply with in the terms of SECTION 3.9 Corporation' and its direct and indirect subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of the Indenture. In connection with Executive Stock hereunder which the Corporation is otherwise entitled or required to make, the Corporation may make such repurchases as soon as it is permitted to do so under such restrictions, but in any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount event within 180 days of the outstanding Notes validly tender and do not withdraw such Notes Repurchase Termination. (f) Notwithstanding anything to the contrary contained in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holdersthis Agreement, the Company or such third party will have Corporation's right to repurchase the right Executive Stock shall terminate upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at the consummation of a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the IndentureQualified Public Offering.

Repurchase Provisions. If a Change of Control occursThe Buyer hereby represents, unless the Company has previously or substantially concurrently therewith delivered a redemption notice warrants and agrees that with respect to all any Product which the outstanding Notes under SECTION 5.7Companies are required to repurchase pursuant to clause (c) or elect to repurchase pursuant to clause (d): (i) on the date of repurchase ("Repurchase Date"), the Company shall make an offer Buyer will deliver to purchase the Companies good and marketable title to all Assets attributable to the Product being repurchased, including all inventory pertaining to the Product and all then outstanding receivables attributable to the sale of the Notes pursuant to Product during the offer described below period January 1, 1996 through the Repurchase Date, free and clear of all mortgages, claims, liens, charges and encumbrances, except (i) the “Change lien for taxes not yet due and payable or being contested in good faith by appropriate proceedings, and (ii) such imperfections of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued title and unpaid interestencumbrances, if any, to but excluding (A) which do not materially detract from the date of repurchase; provided that (1) if value, or interfere with the repurchase date is on or after the record date and on or before the corresponding interest payment dateuse, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the IndentureAssets or (B) which were caused or otherwise created by the Companies. (ii) During the Warranty Period and thereafter through the Repurchase Date, then the Company Buyer shall make a Change of Control Offer and otherwise comply not grant rights to any other person (other than the Companies) with the terms of SECTION 3.9 of the Indenture. In respect to any trademark used in connection with any tender offer for Product nor shall the NotesBuyer otherwise enter into any agreement, including a Change of Control Offer commitment or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount other arrangement with third parties respecting any Product without the prior written consent of the outstanding Notes validly tender Companies (other than purchase orders) not to be unreasonably withheld, unless same by its terms automatically terminates upon the repurchase of said Product by the Companies. (iii) On the Repurchase Date the Buyer shall execute, deliver and acknowledge all such documents and instruments of transfer and conveyance in such jurisdictions, and do not withdraw and perform all such Notes acts and other things as the Companies may reasonably request, to vest in such tender offer the Companies title to, and to put the Company, or any third party making a such tender offer Companies in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holderspossession of, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued Assets and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 related inventory and in ARTICLE V of the Indenturereceivables.

Repurchase Provisions. If a Change of Control occurs, except as provided in Section 3.11(c) of the Indenture or unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect Issuer exercised its right to redeem all the outstanding Notes under SECTION 5.7pursuant to Section 5.7 of the Indenture, the Company shall Issuer will be required to make an offer to purchase each Holder to repurchase all or any part (in minimum denominations of the $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonrepurchased, to, but not including, the date of repurchase. Within 30 days following the date of any Change of Control, or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer shall mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) a notice to Holders of Notes (and shall provide a copy of such redemptionnotice to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to the procedures required by this Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date specified in the notice. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes (or, to the extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes), plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in SECTION 3.5 Sections 1.1(a) and (c) of the Indenture and in ARTICLE V minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to Section 3.5 of the IndentureIndenture prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million.

Repurchase Provisions. If a Change of Control occursExcept as otherwise provided herein, unless and subject to any additional obligations or restrictions imposed by the Stockholder’s Agreement, in the event the Participant ceases to provide services to the Company has previously and its Affiliates for any reason (a “Termination”), then any Stock acquired pursuant to this Option (whether held by Participant or substantially concurrently therewith delivered one or more of his or her transferees (collectively, the “Holders”)) will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this Paragraph 7 (the “Repurchase Provision”). (a) In the event of a redemption Termination without Cause or Termination for Good Reason, death or disability (as defined in section 22(e)(3) of the Code), the Board shall use its best efforts to cause the Company to offer to purchase all shares of Stock at the Fair Market Value of such shares from the Holders by delivering written notice (the “Repurchase Notice”) to the Holders within 90 days after the later of (i) the date of termination of service or (ii) the date of exercise of the Option (the “Company Notice Date”). The Repurchase Notice shall set forth the determination of Fair Market Value and the time and place of the closing of the transaction. The Holders shall have thirty (30) days after receipt of the Repurchase Notice to elect by notice in writing whether to accept or reject the offer to acquire the Stock. If the Holders decline the offer made by the Company, the Holders have the right to sell the Stock to a third party, which transfer is subject to the consent of the Board, which consent shall not be unreasonably withheld or delayed; provided that such sale is at a price no lower than the price offered by the Company for such shares and the Holders and purchaser comply with the Stockholders Agreement. (b) The closing of the purchase of the Stock pursuant to this Paragraph 7 shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 30 days nor less than five business days after the delivery of the Repurchase Notice. Unless the terms of any instrument evidencing such indebtedness expressly so provide to the contrary, the Company will pay for the Stock to be purchased by it pursuant to the Repurchase Provision by first offsetting amounts outstanding under any bona fide debts owed by Participant to the Company; upon full repayment of such bona fide debts, the Company will make payment by certified check or wire transfer of immediately available funds, or (ii) in the event that the Board determines that a cash payment would in any material respect breach, violate or constitute a default under any statute, regulation, or material contract or agreement to which the Company is a party or by which the Company is bound, and the Board and the Company have not been able to remove or otherwise resolve any such impediments or restrictions to a cash payment despite their best good faith efforts (to include revaluing of the Company’s assets and the use of dividends or other transfers of funds from one or more of the Company’s Subsidiaries to the Company to enable such repurchases), then, at the Participant’s option, by retention of the Stock until the repurchase can be effected or by delivery of a subordinated note payable in equal annual installments on the first, second and third anniversaries of the closing of such purchase and accruing interest at the primary lending rate announced from time to time by Bank of America plus three percent (which shall be payable upon payment of the principal amount of such note plus accrued interest, which note shall be prepayable in full or in part at any time without penalty or premium). If the Participant retains the Stock, the Participant shall be free to sell such shares to a third party reasonably acceptable to the Company, provided that such sale is at a price no lower than the price offered by the Company for such shares and the Participant complies with the Company’s Stockholders Agreement. (c) If the Participant’s services are terminated by the Company for Cause or by Participant without Good Reason, the repurchase provisions of Paragraph 7(a) apply except that the repurchase price for any other shares of Stock will be the lower of the Participant’s exercise price therefor or the Fair Market Value on the date of repurchase. (d) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Stock by the outstanding Notes under SECTION 5.7Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law. If any such restrictions prohibit the repurchase of Stock hereunder which the Company is otherwise entitled or required to make, the Company and the Board shall use its best good faith efforts to remove and/or resolve any such restrictions (to include revaluing of the Company’s assets and the use of dividends or other transfers of funds from one or more of the Company’s Affiliates to the Company to enable such repurchases), and the Company shall make an offer such repurchases promptly after it is permitted to purchase all do so under such restrictions. (e) For purposes of this Agreement, “Cause” shall mean (i) dishonesty, fraud, or any act involving moral turpitude on the Participant’s part in connection with the performance of his or her duties which is materially detrimental to the Company or any of its Affiliates, (ii) being charged (by indictment, information or otherwise) with any criminal violation of any law or regulation pertaining to health care and/or pharmaceutical services and products (including, without limitation, laws and regulations pertaining to reimbursement or coverage by the Medicare program, any state Medicaid program or any other governmental health care program or by third-party payors, laws prohibiting kickbacks or false claims, and laws prohibiting fraud or abuse or fraudulent or abusive activities), (iii) the Participant’s willful and repeated refusal to follow lawful directives of the Notes pursuant Board in a manner that is materially detrimental to the offer described below Company, (iv) the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% Participant’s intentional or gross neglect of the aggregate principal amount thereof plus accrued performance of his or her duties to the Company, (v) the Participant’s misappropriation of any corporate opportunity, provided the Participant’s pursuit or referral of an opportunity shall not be improper or misappropriation if (A) the Participant first presents an opportunity to the Company and unpaid interestthe Company does not express an interest in pursuing it within thirty (30) days or (B) the Board authorizes the Participant to pursue or refer an opportunity to another person or entity, if any(vi) the Participant’s conviction of a felony, to but excluding (vii) a material breach by the date Participant of repurchasethis Agreement; provided that provided, Cause shall not exist unless and until (1) if the repurchase date is on or after Participant receives written notice from the record date Board stating the Board’s intent to terminate Participant’s services and on or before such written notice includes a reasonably detailed explanation of the corresponding interest payment datereasons for such intent and states the subsection of the Cause definition that the Board believes to be present, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) in the circumstances described in clauses (i), (iii), (iv), (v) and (vii), the Participant shall have fifteen (15) days to cure the alleged default after written notice by the Board, (3) the Participant may address the Board at a duly-scheduled meeting of the Board, and shall be able to bring counsel if the Board chooses to have counsel present at such meeting, at which Company delivered counsel shall be present at such meeting and (4) the Board votes to authorize a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer termination for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the IndentureCause.

Repurchase Provisions. If (a) Upon a Change of Control occurs, unless Triggering Event any Holder of Notes will have the right to cause the Company has previously to repurchase all or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all any part of the Notes pursuant to the offer described below (the “Change of Control Offer”) such Holder at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, interest to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of repurchase; ) as provided that (1) if the repurchase date is on or after the record date in, and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant subject to the terms of the Indentureof, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer accept a Change of Control Offer and the Company, or any third party making a such tender offer in lieu of the Company, Company purchases all of the Notes validly tendered and not withdrawn held by such Holders, the Company or such third party will have the right right, upon not less than 10 30 nor more than 60 days’ prior written notice, given not more than 30 days following such the purchase datepursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption purchase price equal to the price offered to each other Holder in such tender offer Change of Control Payment plus, to the extent not included in the tender offer paymentChange of Control Payment, accrued and unpaid interestinterest on the Notes that remain outstanding, if any, thereon, to, but not including, to the date of such redemption. Upon certain redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). (b) In the event of an Asset SalesSale that requires the purchase of Notes pursuant to Section 4.07(d) of the Supplemental Indenture, the Company may will be required to use the apply such Excess Proceeds from such Asset Sales to offer to offer to purchase the repayment of the Notes and any pari passu Indebtedness in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V Section 4.07 of the Supplemental Indenture.

Repurchase Provisions. If (1) Upon the occurrence of a Change of Control occursControl, unless each Holder will have the right to require that the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all or a portion (in integral multiples of the $1,000) of such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”) "), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchase; provided purchase (subject to the right of Holders of record on a record date to receive interest due on the related interest payment date that (1) if the repurchase date is on or after prior to such date of purchase). Within 30 days following the record date and on or before upon which the corresponding interest payment Change of Control occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, then which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in whose name the Notes are registered at notice prior to the close of business on such record date will receive interest on the repurchase date; and third business day prior to the Change of Control Payment Date. (2) if To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within 270 days of such Asset Sale in certain ways described in the Indenture (the "Net Proceeds Offer Trigger Date"), the Company delivered will make an offer to purchase (the "Net Proceeds Offer") on a redemption notice but subsequently did date (the "Net Proceeds Offer Payment Date") not redeem less than 20 business days following the date on which such offer is made (or such longer period as may be required by law) nor more than 60 days following such Net Proceeds Offer Trigger Date, from all outstanding Notes pursuant to Holders on a pro rata basis (and on a pro rata basis with the terms holders of the Indenture, then any other Senior Subordinated Indebtedness with similar provisions requiring the Company shall make a Change of Control Offer and otherwise comply to offer to purchase such Senior Subordinated Indebtedness with the terms proceeds of SECTION 3.9 Asset Sales), that principal amount of Notes and such other Indebtedness equal to such unapplied Net Cash Proceeds at a price, in the Indenture. In connection with any tender offer for case of the Notes, including a Change equal to 100% of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate the principal amount of the outstanding Notes validly tender to be purchased, plus accrued and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plusunpaid interest thereon, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to receive interest due on an interest payment date that is on or prior to such redemptiondate of purchase). Upon certain Asset SalesNotwithstanding the foregoing, the Company may be required defer the Net Proceeds Offer until there is an aggregate amount of unapplied Net Cash Proceeds equal to use the Excess Proceeds or in excess of $5.0 million resulting from such one or more Asset Sales (at which time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenturethis paragraph).

Repurchase Provisions. If (1) Upon the occurrence of a Change of Control occursControl, unless each Holder will have the Company has previously or substantially concurrently therewith delivered a redemption notice with respect right to all require that the outstanding Notes under SECTION 5.7, the Company shall make an offer to Issuers purchase all or a portion (in integral multiples of the $1,000) of such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”) "), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest thereon to but excluding the date of repurchase; provided purchase (subject to the right of Holders of record on a record date to receive interest due on the related interest payment date that (1) if the repurchase date is on or after prior to such date of purchase). Within 30 days following the record date and on or before upon which the corresponding interest payment Change of Control occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, then which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in whose name the Notes are registered at notice prior to the close of business on such record date will receive interest on the repurchase date; and third business day prior to the Change of Control Payment Date. (2) if To the Company delivered extent all or a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms portion of the IndentureNet Cash Proceeds of any Asset Sale are not applied within 270 days of such Asset Sale in certain ways described in the Indenture (the "Net Proceeds Offer Trigger Date"), then the Company shall Issuers will make an offer to purchase (the "Net Proceeds Offer") on a Change of Control date (the "Net Proceeds Offer Payment Date") not less than 20 business days following the date on which such offer is made (or such longer period as may be required by law) nor more than 60 days following such Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis (and otherwise comply on a pro rata basis with the terms holders of SECTION 3.9 any other Senior Subordinated Indebtedness with similar provisions requiring the Issuers to offer to purchase such Senior Subordinated Indebtedness with the proceeds of Asset Sales), that principal amount of Notes and such other Indebtedness equal to such unapplied Net Cash Proceeds at a price, in the Indenture. In connection with any tender offer for case of the Notes, including a Change equal to 100% of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate the principal amount of the outstanding Notes validly tender to be purchased, plus accrued and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plusunpaid interest thereon, to the extent not included in date of purchase (subject to the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not includingright of Holders of record on a record date to receive interest due on an interest payment date that is on or prior to such date of purchase). Notwithstanding the foregoing, the date Issuers may defer the Net Proceeds Offer until there is an aggregate amount of such redemption. Upon certain unapplied Net Cash Proceeds equal to or in excess of $5.0 million resulting from one or more Asset SalesSales (at which time, the Company may entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $5.0 million, shall be applied as required pursuant to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenturethis paragraph).

Repurchase Provisions. If (a) Upon the occurrence of a Change of Control occursControl, unless each Holder of Notes will have the right to require that the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all or a portion (in integral multiples of $1,000) of the Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to but excluding interest through the date of repurchase; provided that (1) if purchase. Within 30 days following the repurchase date is on or after upon which the record date and on or before the corresponding interest payment dateChange of Control occurred, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall must make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including pursuant to a Change of Control Offer or Asset Disposition OfferNotice. As more fully described in the Indenture, if Holders the Change of not less Control Offer Notice shall state, among other things, the Change of Control Payment Date, which must be no earlier than 90% in aggregate principal amount 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by law. (b) The Indenture imposes certain limitations on the ability of the outstanding Notes validly tender Company and do its Restricted Subsidiaries to make Asset Sales. In the event the proceeds from a permitted Asset Sale exceed certain amounts and are not withdraw such Notes applied as specified in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such HoldersIndenture, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such be required to make an Asset Sale Offer to purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included of such remaining proceeds each Holder’s Notes together with holders of certain other Indebtedness at 100% of the principal amount thereof, plus accrued interest (if any) to the Asset Sale Offer Payment Date, as more fully set forth in the tender offer payment, accrued Indenture. (c) The Indenture imposes certain obligations on the Company and unpaid interest, if any, thereon, to, but in the case of an Event of Loss. In the event that Net Loss Proceeds from an Event of Loss or Events of Loss exceed certain amounts and are not including, applied as specified in the date of such redemption. Upon certain Asset SalesIndenture, the Company may will be required to use the Excess make an Loss Proceeds from such Asset Sales to offer to offer Offer to purchase to the extent of such remaining proceeds each Holder’s Notes in accordance together with holders of certain other Indebtedness at 100% of the procedures principal amount thereof, plus accrued interest (if any) to the Loss Proceeds Offer Payment Date, as more fully set forth in SECTION 3.5 and in ARTICLE V of the Indenture.

Repurchase Provisions. If a Change of Control Repurchase Event occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION Section 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 15 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Company’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If (a) Upon the occurrence of a Change of Control occursControl, unless any Holder of Securities shall have the right to cause the Company has previously to repurchase all or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all any part of the Notes pursuant to the offer described below (the “Change Securities of Control Offer”) such Holder at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that repurchase (1) if subject to the repurchase date is right of Holders of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date) as provided in, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant subject to the terms of, the Indenture. (b) If the Company or a Restricted Subsidiary consummates an Asset Disposition that requires the purchase of Securities pursuant to Section 3.7 of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to make an offer to all Holders of Securities and, to the extent required by the terms thereof, to the holders of Pari Passu Lien Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Lien Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), as the case may be, to purchase pro rata up to a maximum principal amount equal to such Offer Proceeds of all outstanding Securities and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of Offer Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Securities and Pari Passu Notes plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in SECTION 3.5 the Indenture or the agreements governing the Pari Passu Notes, as applicable (expressed denominations of $2,000 principal amount and integral multiples of $1,000 in ARTICLE V of the Indentureexcess thereof).

Repurchase Provisions. If (a) Prior to a Change Qualified Public Offering (as that term is defined in that certain Stockholders Agreement of Control occursOrius dated as of February 26, unless 1999, as amended), in the event the Executive is either terminated for Cause (as defined in Section 7(a)) of this Agreement) or resigns from employment with the Company has previously other than for Good Reason ("Repurchase Termination"), all of the Executive's shares of Common stock of Orius, whether held by Executive or substantially concurrently therewith delivered a redemption notice with respect transferred by Executive to all the outstanding Notes under SECTION 5.7one or more transferees (collectively, the Company "Executive Stock"), shall make an offer be subject to repurchase by Orius as set forth in this Section 12 (the "Repurchase Option"). (b) Following any Repurchase Termination, Orius shall have the right, but not the obligation, to purchase all or any portion of the Notes Executive Stock for the book value of such securities based on the most recent financial statement of Orius available prior to such repurchase and without reference to such repurchase. Such right to purchase may be exercised only once. (c) The Board of Directors of Orius may elect to exercise the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of such stock within forty-five (45) days after the date of the Repurchase Termination. The Repurchase Notice will set forth the number of shares of the Executive Stock to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. (d) The closing of the purchase of the Executive Stock pursuant to the offer described below Repurchase Option shall take place on the date designated by Orius in the Repurchase Notice, which date shall not be more than forty-five (45) days nor less than two (2) business days after the “Change delivery of Control Offer”the Repurchase Notice. Orius shall pay for the Executive Stock to be purchased pursuant to the Repurchase Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable prior to the first anniversary of the closing of such purchase, bearing interest at a price in cash (the “Change of Control Payment”) rate per annum equal to 101% the prime rate of interest as announced by Citibank, N.A. and secured by a pledge of the Executive Stock purchased, or (iii) both (i) and (ii), in the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding of the date of repurchasepurchase price for such shares; provided that Orius shall use reasonable efforts to make all such repurchases with a check or wire transfer of funds unless prohibited by law or by its lenders (1in writing). Any notes issued by Orius pursuant to this Section 12(d) if the repurchase date shall be subject to any restrictive covenants to which Orius is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered subject at the close time of business on such record date will purchase. Orius shall be entitled to receive interest on customary representations and warranties as to title from the repurchase date; sellers regarding such sale and to require all sellers' signatures be guaranteed. Orius may elect to assign its right to purchase to the stockholders of Orius (2which rights to purchase shall be distributed pro rata to all stockholders (other than the Executive), based upon the number of votes held by such stockholders). In the event Orius elects to assign its rights to the other stockholders of Orius (other than the Executive) if such other stockholders shall have the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes same right as Orius to purchase stock pursuant to the terms Repurchase Notice but shall be obligated to make payment therefor only by delivery of a check or wire transfer of funds. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Indenture, then the Company Executive Stock by Orius hereunder shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, be subject to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included applicable restrictions contained in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 Florida Business Corporation Act and in ARTICLE V of the Indenture.Orius's and its subsidiaries' debt and

Repurchase Provisions. If a Change of Control Triggering Event occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenture.

Repurchase Provisions. If a Change of Control Repurchase Event occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION ‎Section 5.7, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding excluding, the date of repurchase; provided that (1) if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 15 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Sales, the Company may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof) and, at the Company’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in SECTION ‎Section 3.5 and in ARTICLE ‎Article V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company Issuer has previously or substantially concurrently therewith delivered a an unconditional (or conditional solely on the consummation of the applicable Change of Control) redemption notice with respect to all the outstanding Dollar Notes as described under SECTION 5.7Section 5.7(e) of the Indenture, the Company shall Issuer will make an offer to purchase all of the Dollar Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if , subject to the repurchase date is right of Holders of the Dollar Notes of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date. Within 30 days following any Change of Control, then Holders in whose name the Notes are registered at the close Issuer will deliver notice of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and electronically or by first class mail, with a copy to the Trustee, to each Holder of Dollar Notes at the address of such Holder appearing in the security register or otherwise comply in accordance with the terms procedures of SECTION 3.9 DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Dollar Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of Change of Control in accordance with Section 3.9(f) of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer to offer Dispositions to purchase the maximum aggregate principal amount of Dollar Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company has Issuers have previously or substantially concurrently therewith delivered a an unconditional (or conditional solely on the consummation of the applicable Change of Control) redemption notice with respect to all the outstanding Notes as described under SECTION 5.7Section 5.7(e) of the Indenture, the Company shall Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to to, but excluding excluding, the date of repurchase; provided that (1) if , subject to the repurchase date is right of Holders of the Notes of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date. Within 30 days following any Change of Control, then Holders in whose name the Notes are registered at the close Issuers will deliver notice of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise comply in accordance with the terms applicable procedures of SECTION 3.9 DTC describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of Change of Control in accordance with Section 3.9(f) of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset SalesDispositions, the Company Issuers may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Other Pari Passu Lien Indebtedness that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If Upon the occurrence of a Change of Control occursControl, unless each Holder will have the right to require that the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all or a portion (in integral multiples of the $1,000) of such Holder's Notes pursuant to the offer described below (the “"Change of Control Offer”) "), at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, interest and Liquidated Damages thereon to but excluding the date of repurchase; provided purchase (subject to the right of Holders of record on a record date to receive interest due on the related interest payment date that (1) if the repurchase date is on or after prior to such date of purchase). Within 30 days following the record date and on or before upon which the corresponding interest payment Change of Control occurred, the Company must send, by first-class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, then which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in whose name the Notes are registered at notice prior to the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant third business day prior to the terms Change of Control Payment Date. To the extent all or a portion of the Net Cash Proceeds of any Asset Sale are not applied within 270 days of such Asset Sale in certain ways described in the Indenture, then the Company shall will make an offer to purchase (the "Net Proceeds Offer") at a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 purchase price equal to 100% of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender to be purchased, plus accrued and do not withdraw such Notes in such tender offer and unpaid interest thereon (the Company"Net Proceeds Amount"), or any third party making a such tender offer in lieu to the date of purchase (the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon "Net Proceeds Offer Payment Date") not less than 10 20 business days following the date on which such offer is made (or such longer period as may be required by law) nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding the 270th day following such Asset Sale, from all Holders on a pro rata basis (and on a pro rata basis with the holders of any other Senior Subordinated Indebtedness with similar provisions requiring the Company to offer to purchase such Senior Subordinated Indebtedness with the proceeds of Asset Sales), that principal amount of Notes and such other Senior Subordinated Indebtedness equal to such unapplied Net Cash Proceeds at a redemption price equal to the price offered to each other Holder in such tender offer plus, to unapplied Net Cash Proceeds. Notwithstanding the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Salesforegoing, the Company may be required defer the Net Proceeds Offer until there is an aggregate amount of unapplied Net Cash Proceeds equal to use the Excess Proceeds or in excess of $10.0 million resulting from such one or more Asset Sales (at which time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to offer to offer to purchase Notes in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V of the Indenturethis paragraph).

Repurchase Provisions. If (a) Upon a Change of Control occurs, unless Triggering Event any Holder of Notes will have the right to cause the Company has previously to repurchase all or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes under SECTION 5.7, the Company shall make an offer to purchase all any part of the Notes pursuant to the offer described below (the “Change of Control Offer”) such Holder at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interestinterest and Special Interest, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of repurchase; ) as provided that (1) if the repurchase date is on or after the record date in, and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant subject to the terms of the Indentureof, then the Company shall make a Change of Control Offer and otherwise comply with the terms of SECTION 3.9 of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if event that Holders of not less than 90% in of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer accept a Change of Control Offer and the Company, or any third party making a such tender offer in lieu of the Company, Company purchases all of the Notes validly tendered and not withdrawn held by such Holders, the Company or such third party will have the right right, upon not less than 10 30 nor more than 60 days’ prior written notice, given not more than 30 days following such the purchase datepursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption purchase price equal to the price offered to each other Holder in such tender offer Change of Control Payment plus, to the extent not included in the tender offer paymentChange of Control Payment, accrued and unpaid interestinterest and Special Interest, if any, thereonon the Notes that remain outstanding, to, but not including, to the date of such redemption. Upon certain redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). (b) In the event of an Asset SalesSale that requires the purchase of Notes pursuant to Section 3.7(d) of the Indenture, the Company may will be required to use the apply such Excess Proceeds from such Asset Sales to offer to offer to purchase the repayment of the Notes and any pari passu Indebtedness in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V Section 3.7 of the Indenture.

Repurchase Provisions. If a Change of Control occurs, unless the Company Issuer has previously or substantially concurrently therewith delivered a an unconditional (or conditional solely on the consummation of the applicable Change of Control) redemption notice with respect to all the outstanding Euro Notes as described under SECTION 5.7Section 5.7(e) of the Indenture, the Company shall Issuer will make an offer to purchase all of the Euro Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that (1) if , subject to the repurchase date is right of Holders of the Euro Notes of record on or after the relevant record date and to receive interest due on or before the corresponding relevant interest payment date. Within 30 days following any Change of Control, then Holders in whose name the Notes are registered at the close Issuer will deliver notice of business on such record date will receive interest on the repurchase date; and (2) if the Company delivered a redemption notice but subsequently did not redeem all outstanding Notes pursuant to the terms of the Indenture, then the Company shall make a Change of Control Offer and electronically or by first class mail, with a copy to the Trustee, to each Holder of Euro Notes at the address of such Holder appearing in the security register or otherwise comply in accordance with the terms procedures of SECTION 3.9 DTC, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Euro Notes for the specified purchase price on the date specified in the no xxxx, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice, except in the case of a conditional Change of Control Offer made in advance of Change of Control in accordance with Section 3.9(f) of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset SalesDispositions, the Company Issuer may be required to use the Excess Proceeds from such Asset Sales to offer Dispositions to offer to purchase the maximum aggregate principal amount of Euro Notes (that is €100,000 or an integral multiple of €1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, in accordance with the procedures set forth in SECTION Section 3.5 and in ARTICLE Article V of the Indenture.

Repurchase Provisions. If (a) Prior to a Change Public Offering (as that term is defined in that certain Investor Rights Agreement of Control occurs, unless the Company has previously dated as of November 8, 1999), in the event the Executive is either terminated for Cause (as defined in Section 7(a) of this Agreement) or substantially concurrently therewith delivered a redemption notice resigns from employment with respect the Company ("Repurchase Termination"), all of the Executive's shares of common stock and preferred stock and the subordinated promissory notes issued by the Company (which equity securities and promissory notes Executive received pursuant to all the outstanding Notes under SECTION 5.7Reorganization), whether held by Executive or transferred by Executive to one or more transferees (collectively, the "Executive Securities") shall be subject to repurchase by the Company as set forth in this Paragraph 16 (the "Repurchase Option"). (b) Following any Repurchase Termination the Company shall make an offer have the right, but not the obligation, to purchase all all, but not less than all, of the Notes Executive Securities for the book value of such securities. (c) The Board of Directors of the Company may elect to exercise the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of such stock within forty-five (45) days after the date of the Repurchase Termination. The Repurchase Notice will set forth the number of shares of the Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. (d) The closing of the purchase of the Executive Securities pursuant to the offer described below Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than forty-five (45) days nor less than two (2) business days after the “Change delivery of Control Offer”the Repurchase Notice. The Company shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable prior to the first anniversary of the closing of such purchase and bearing interest at a price in cash (the “Change of Control Payment”) rate per annum equal to 101% the prime rate of interest as announced by Citibank, N.A., or (iii) both (i) and (ii), in the aggregate amount of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchasepurchase price for such shares; provided that the Company shall use reasonable efforts to make all such repurchases with a check or wire transfer of funds unless prohibited by law or by its lenders (1in writing). Any notes issued by the Company pursuant to this Paragraph 16(d) if shall be subject to any restrictive covenants to which the repurchase date Company is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered subject at the close time of business on such record date will purchase. The Company shall be entitled to receive interest on customary representations and warranties as to title from the repurchase date; sellers regarding such sale and (2) if to require all sellers' signatures be guaranteed. The Company may elect to assign its right to purchase to the stockholders of the Company delivered a redemption notice but subsequently did not redeem (which rights to purchase shall be distributed pro rata to all outstanding Notes stockholders (other than the Executive), based upon the number of votes held by such stockholders). In the event the Company elects to assign its rights to the other stockholders of the Company (other than the Executive) such other stockholders shall have the same right as the Company to purchase stock pursuant to the terms Repurchase Notice. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Indenture, then Executive Securities by the Company hereunder shall make a Change of Control Offer be subject to applicable restrictions contained in the Delaware General Corporation Law and otherwise comply with in the terms of SECTION 3.9 Company's and its direct and indirect subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of the Indenture. In connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making a such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, Executive Securities hereunder which the Company is otherwise entitled or such third party will have the right upon not less than 10 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase date, required to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption. Upon certain Asset Salesmake, the Company may be required make such repurchases as soon as it is permitted to use the Excess Proceeds from do so under such Asset Sales to offer to offer to purchase Notes restrictions, but in accordance with the procedures set forth in SECTION 3.5 and in ARTICLE V any event within 180 days of the IndentureRepurchase Termination. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company's right to repurchase the Executive Securities shall terminate upon the consummation of a Public Offering.