Common use of Maintenance of Consolidated Tangible Net Worth Clause in Contracts

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “Deficiency Date”), the Parent’s Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the Parent, then the Issuer must make an Offer to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 125.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Company must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentCompany, then the Issuer must Company shall make an Offer to Purchase offer (a “Net Worth an "Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth "Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase; provided, however, provided that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer Company is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Company other than Disqualified Stock of the Company or its Restricted Subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must Company shall make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Company's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days business days following its commencement or (unless required to remain open for such a longer period as required by applicable law). The Issuer is required to Company shall purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days business days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Offer Amount shall have tendered and not subsequently withdrawn their Notes for repurchase. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event shall will the failure of the Parent’s Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Issuer Company prior to the purchase (otherwise than under this provision). The IssuerCompany, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer Any Offer shall comply be conducted in compliance with applicable tender offer rulesregulations under the federal securities law, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1.

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event that the Consolidated Tangible Net Worth declines below of the Company is less than $75.0 85 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to herein as a the “Deficiency Date”), within 30 days after the Parent’s Consolidated Tangible Net Worth is less than end of each such period or 60 days in the Minimum Tangible Net Worth event that the end of the Parentperiod is the end of the Company’s fiscal year, then the Issuer must make Company shall so notify the Trustee in writing by delivery of an Offer Officers’ Certificate and will offer to Purchase purchase from all Holders (a “Net Worth Offer”), and shall purchase from Holders accepting such Net Worth Offer on the date fixed for the closing of such Net Worth Offer (the “Net Worth Offer Date”), 10% of the original outstanding principal amount of the Notes (the “Net Worth Amount”) at an offer price (the “Net Worth Offer Price”) in cash in an amount equal to all Holders of Notes to purchase 10100% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchaseNet Worth Offer Date; provided, however, provided that no such Net Worth Offer offer shall be required if, after the Deficiency Date following such two fiscal quarters but prior to the date the Issuer Company is required to make the Net Worth Offersuch offer, capital in cash or Cash Equivalents cash equivalents is contributed for Qualified to the Company in an Equity Interests Offering sufficient to increase the ParentCompany’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above greater than $85 million. To the Minimum Tangible Net Worth. The Issuer must make extent that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day aggregate amount of the Parent’s fiscal year). The Notes tendered pursuant to a Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount relating thereto, then the Company may use the excess of Notes shall have been tendered, all Notes then tendered. If the aggregate principal Net Worth Amount over the amount of Notes tendered exceeds the Net Worth Offer Amounttendered, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)or a portion thereof, for general corporate purposes. In no event shall the Company’s failure of to meet the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth threshold at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed acquired by the Issuer prior Company or any Wholly Owned Subsidiary subsequent to the purchase Deficiency Date and surrendered for cancellation through purchase, redemption (otherwise other than under pursuant to this provision). The IssuerSection 3.09) or exchange, however, may and that were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance3.09.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Issuer's Consolidated Tangible Net Worth declines below $75.0 35.0 million (the “Minimum Tangible Net Worth”"MINIMUM TANGIBLE NET WORTH") at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that such fiscal quarter (100 110 days after the end of any fiscal year) to notify the TrusteeTrustee of such decline. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “Deficiency Date”"DEFICIENCY DATE"), the Parent’s Issuer's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth, then the Issuer and the Co-Issuer must make an Offer to Purchase offer (a “Net Worth Offer”"NET WORTH OFFER") to all Holders of Notes to purchase 10% of the aggregate principal amount of the outstanding Notes originally issued under this Indenture (including Additional Notes, if any), (the “Net Worth Offer Amount”"NET WORTH OFFER AMOUNT") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is and the Co-Issuer are required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the Parent’s Issuer's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer and the Co-Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Issuer's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is and the Co-Issuer are required to purchase the Net Worth Offer Amount of the Notes on a designated date (the "NET WORTH PAYMENT DATE") no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount The Issuers shall not be obligated to purchase any Notes unless Holders of Notes tendered exceeds at least 10% of the Net Worth Offer AmountAmount shall have tendered and not subsequently withdrawn their Notes for repurchase. Upon the commencement of a Net Worth Offer, the Issuer is required shall send (or cause to purchase be sent), by first class mail, a notice to the Notes tendered Trustee and to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth each Holder at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offerits registered address. The Issuer may reduce the principal amount of notice shall contain all instructions and materials necessary to enable such Holder to tender Notes to be purchased pursuant to the Net Worth Offer. Any Net Proceeds Offer by subtracting 100% shall be made to all Holders. The notice, which shall govern the terms of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The IssuerNet Proceeds Offer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.state:

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 125.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Company must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentCompany, then the Issuer must Company shall make an Offer to Purchase offer (a “Net Worth an "Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth "Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer Company is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Company other than Disqualified Stock of the Company or its Restricted Subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must Company shall make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Company's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days business days following its commencement or (unless required to remain open for such a longer period as required by applicable law). The Issuer is required to Company shall purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days business days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. The Company shall not be obligated to purchase any Notes unless Holders of Notes of at least 10% of the Offer Amount shall have tendered and not subsequently withdrawn their Notes for repurchase. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to Company shall purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be 49 56 purchased). The Company shall comply with all applicable federal and state securities laws in connection with each Offer. In no event shall will the failure of the Parent’s Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes acquired, redeemed or called for redemption by the Issuer Company prior to the purchase (otherwise than under this provision). The IssuerCompany, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer Any Offer shall comply be conducted in compliance with applicable tender offer rulesregulations under the federal securities law, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Issuer's Consolidated Tangible Net Worth declines below $75.0 60.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that such fiscal quarter (100 110 days after the end of any fiscal year) to notify the TrusteeTrustee of such decline. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Issuer's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentIssuer, then the Issuer Issuers must make an Offer to Purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “"Net Worth Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is Issuers are required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the Parent’s Issuer's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer Issuers must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Issuer's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is Issuers are required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is Issuers are required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Issuer's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the aggregate principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer Issuers shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.164.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 4.15 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If the ParentIssuer’s Consolidated Tangible Net Worth declines below $75.0 60.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “Deficiency Date”), the ParentIssuer’s Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentIssuer, then the Issuer must make an Offer to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the ParentIssuer’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the ParentIssuer’s fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the ParentIssuer’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Issuer's Consolidated Tangible Net Worth declines below $75.0 60.0 million (the “"Minimum Tangible Net Worth”") at the end of any fiscal quarter, the Parent Issuer must deliver an Officers’ ' Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 110 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to as a “"Deficiency Date”"), the Parent’s Issuer's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentIssuer, then the Issuer must make an Offer to Purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “"Net Worth Offer Amount”") at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests of the Issuer sufficient to increase the Parent’s Issuer's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 120 days if such Deficiency Date is the last day of the Parent’s Issuer's fiscal year). The Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds the Net Worth Offer Amount, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased). In no event shall the failure of the Parent’s Issuer's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations tions in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. (a) If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), ") is less than $125 million (the Parent’s "Minimum Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than 60 days after a Deficiency Date (or 120 days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes Securities originally issued hereunder (or such lesser amount as may be outstanding at the “time the Net Worth Offer is made) (the "Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase date; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date timely delivery of the Issuer is Officers' Certificate required to make the Net Worth Offerby this Section 4.15, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests or otherwise paid to the Company or its subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to $125 million or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year)more. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or for such and no longer, unless a longer period as is required by lawlaw (the "Offer Period"). The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days Promptly after the termination of the Net Worth OfferOffer Period (the "Payment Date"), the Company shall purchase and mail or deliver payment for the Offer Amount of Securities tendered or, if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes then tenderedSecurities tendered in response to the Net Worth Offer. If less than all of the aggregate principal amount of Notes Securities tendered exceeds in response to the Net Worth Offer Amountare to be purchased, the Issuer is required Company shall select the Securities to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)basis. In no event shall the Company's failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed meet the Minimum Consolidated Tangible Net Worth at the end of any fiscal quarter be 38 49 counted toward towards the requirement to make making of more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Any Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply be conducted in compliance with applicable tender offer rulesregulations under the federal securities law, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”a) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters of the Company (the last day of the second such fiscal quarter being referred to as a “the "Deficiency Date”"), the Parent’s Company's Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth, then the Issuer must make an Offer to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the NotesCompany shall, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date the Issuer is required to make the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each such Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s Company's fiscal year), make an offer to all Holders to purchase (an "Offer") 10% of the aggregate principal amount of Securities originally issued (the "Offer Amount") at a purchase price of 100% of the principal amount of such Securities, plus accrued interest to the date of purchase. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or (unless required to remain open for such a longer period as required by applicable law. The Issuer is required to ) and the Company shall purchase for cash the Net Worth Offer Amount of the Notes Securities on a designated date (the "Offer Payment Date") no later than five Business Days business days after the termination of the Net Worth OfferOffer or, or if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes Securities then tendered; provided, however, that the Company shall not be obligated to purchase any of such Securities unless Holders of at least 10% of the Offer Amount of Securities shall have tendered and not subsequently withdrawn their Securities for repurchase. If the aggregate principal amount of Notes Securities tendered to the Company exceeds the Net Worth Offer Amount, the Issuer is required to Company shall purchase the Notes Securities tendered to it pro rata among the Notes such Securities tendered (with such adjustments as may be appropriate so that only Notes Securities in denominations of $1,000 and integral multiples thereof shall be purchased). The Company shall comply with all applicable Federal and state securities laws in connection with each Offer. In no event shall the failure of the Parent’s Company's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.

Maintenance of Consolidated Tangible Net Worth. If (a) In the Parent’s event that the Consolidated Tangible Net Worth declines below of the Company is less than $75.0 85 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second fiscal quarter being referred to herein as a “Deficiency Date”the "DEFICIENCY DATE"), within 30 days after the Parent’s Consolidated Tangible end of each such period, the Company shall so notify the Trustee in writing by delivery of an Officers' Certificate and will offer to purchase from all Holders (a "NET WORTH OFFER"), and shall purchase from Holders accepting such Net Worth is less than Offer on the Minimum Tangible date fixed for the closing of such Net Worth Offer (the "NET WORTH OFFER DATE"), 10 percent of the Parent, then original outstanding principal amount of the Issuer must make Notes (the "NET WORTH AMOUNT") at an Offer offer price (the "NET WORTH OFFER PRICE") in cash in an amount equal to Purchase (a “Net Worth Offer”) to all Holders of Notes to purchase 10% 100 percent of the aggregate principal amount of the Notes originally issued (the “Net Worth Offer Amount”) at a purchase price equal to 100% of the principal amount of the Notes, thereof plus accrued and unpaid interest thereoninterest, if any, to the date of purchaseNet Worth Offer Date; provided, however, PROVIDED that no such Net Worth Offer offer shall be required if, after the Deficiency Date following such two fiscal quarters but prior to the date the Issuer Company is required to make the Net Worth Offersuch offer, capital in cash or Cash Equivalents cash equivalents is contributed for Qualified to the Company in an Equity Interests Offering sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above greater than $85 million. To the Minimum Tangible Net Worth. The Issuer must make extent that the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day aggregate amount of the Parent’s fiscal year). The Notes tendered pursuant to a Net Worth Offer is required to remain open for a period of 20 Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than the Net Worth Offer Amount relating thereto, then the Company may use the excess of Notes shall have been tendered, all Notes then tendered. If the aggregate principal Net Worth Amount over the amount of Notes tendered exceeds the Net Worth Offer Amounttendered, the Issuer is required to purchase the Notes tendered to it pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)or a portion thereof, for general corporate purposes. In no event shall the Company's failure of to meet the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth threshold at the end of any fiscal quarter be counted toward the requirement to make making of more than one Net Worth Offer. The Issuer Company may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% 100 percent of the principal amount (excluding premium) of the Notes redeemed acquired by the Issuer prior Company or any Wholly Owned Subsidiary subsequent to the purchase Deficiency Date and surrendered for cancellation through purchase, redemption (otherwise other than under pursuant to this provision). The IssuerSection 3.09) or exchange, however, may and that were not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance3.09.

Maintenance of Consolidated Tangible Net Worth. (a) If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), ") is less than $125 million (the Parent’s "Minimum Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than 60 days after a Deficiency Date (or 120 days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes Securities originally issued hereunder (or such lesser amount as may be outstanding at the “time the Net Worth Offer is made) (the "Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase date; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date timely delivery of the Issuer is Officers' Certificate required to make the Net Worth Offerby this Section 4.15, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests or otherwise paid to the Company or its subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to $125 million or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year)more. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or for such and no longer, unless a longer period as is required by lawlaw (the "Offer Period"). The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days Promptly after the termination of the Net Worth OfferOffer Period (the "Payment Date"), the Company shall purchase and mail or deliver payment for the Offer Amount of Securities tendered or, if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes then tenderedSecurities tendered in response to the Net Worth Offer. If less than all of the aggregate principal amount of Notes Securities tendered exceeds in response to the Net Worth Offer Amountare to be purchased, the Issuer is required Company shall select the Securities to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)basis. In no event shall the Company's failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed meet the Minimum Consolidated Tangible Net Worth at the end of any fiscal quarter be counted toward towards the requirement to make making of more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Any Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply be conducted in compliance with applicable tender offer rulesregulations under the federal securities law, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceRule 14e-1.

Maintenance of Consolidated Tangible Net Worth. If the Parent’s Company's and the Guarantor's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), the Parent’s Consolidated Tangible Net Worth ") is less than $1,500,000 (the "Minimum Tangible Consolidated Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than sixty (60) days after a Deficiency Date (or one hundred twenty (120) days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") Notes in a principal amount equal to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes originally issued under this Indenture (or such lesser amount as may be outstanding at the time the Net Worth Offer is made) (the “"Net Worth Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the date such Notice of purchase; provided, however, that no such a Net Worth Offer shall be required if, after mailed by the Deficiency Date but prior Company to all Holders at their last registered address upon the date the Issuer is required to make commencement of the Net Worth Offer, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests sufficient to increase the Parent’s Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year). The Net Worth Offer is required to shall remain open for a period from the time of 20 mailing until three Business Days following its commencement or for such longer period as required by law. The Issuer is required to purchase before the Net Worth Offer Amount Payment Date. The notice shall contain all instructions and material necessary to enable such Holders to tender Notes pursuant to a Net Worth Offer. The notice, which (to the extent consistent with this Indenture) shall govern the terms of the Notes on a designated date no later than five Business Days after the termination of the Net Worth Offer, or if less than shall state: (1) that the Net Worth Offer Amount of Notes shall have been tendered, all Notes then tendered. If the aggregate principal amount of Notes tendered exceeds is being made pursuant to this Section 10.17; (2) the Net Worth Offer Amount, the Issuer Net Worth Purchase Price (including the amount of accrued and unpaid interest) and the Net Worth Payment Date; (3) that any Note not tendered or accepted for payment and for which payment is made pursuant to the Net Worth Purchase Offer shall cease to accrue interest on and after the Net Worth Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Worth Purchase Offer will be required to purchase surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent (which may not for purposes of this Section 10.17, notwithstanding anything in this Indenture to the contrary, be the Company or any Affiliate of the Company) at the address specified in the notice on or before the Net Worth Purchase Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the Net Worth Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holdxx xx withdrawing his election to have the Note purchased; (7) that if Notes in a principal amount in excess of the Net Worth Offer Amount are tendered pursuant to it the Net Worth Purchase Offer, the Company shall purchase Notes on a pro rata among the Notes tendered basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 and or integral multiples thereof of $1,000 shall be purchasedacquired); and (8) that Holders whose Notes were purchased only in part will be issued new Notes of the same series equal in principal amount to the unpurchased portion of the Notes surrendered. Any such Net Worth Purchase Offer shall comply with all applicable provisions of federal and state laws regulating such offers, including but not limited to Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, and any provisions of this Indenture which conflict with such laws shall be deemed to be superseded by the provisions of such laws. No later than the Net Worth Payment Date, the Company (and/or the Guarantor with respect to (ii)) shall (i) accept for payment Notes or portions thereof tendered pursuant to the Net Worth Purchase Offer (on a pro rata basis if required pursuant to clause (7) above), (ii) deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price of all Notes or portions thereof so accepted together with the Officers' Certificate stating the Notes or portions thereof accepted for payment by the Company. In no addition to the foregoing provisions, in the event shall that the failure of Company's and the Parent’s Guarantor's Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any each of two consecutive fiscal quarter quarters is less than $2,000,000, the annual rate of interest on the Notes shall be counted toward increased by one percent (1%) from the requirement to make more than one annual rate of interest the Notes then bear, which adjusted rate of interest shall remain in effect from the Deficiency Date until the end of the fiscal year in which the Company's and the Guarantor's Consolidated Tangible Net Worth Offeris equal to or exceeds $2,000,000. The Issuer may reduce In the principal amount of Notes to be purchased pursuant to event that the Company's and the Guarantor's Consolidated Tangible Net Worth Offer at the end of each of two consecutive fiscal quarters is less than the Minimum Consolidated Net Worth, the annual rate of interest on the Notes shall be increased by subtracting 100% four percent (4%) from the annual rate of interest the Notes then bear unless the annual interest rate has already been and remains increased by one percent (1%) in accordance with the immediately preceding sentence, in which case the annual rate of interest shall be increased by three percent (3%) from the annual rate of interest the Notes then bear, such adjusted rate of interest in either situation remaining in effect from the Deficiency Date until the end of the principal amount (excluding premium) of fiscal year in which the Notes redeemed by Company's and the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Guarantor's Consolidated Tangible Net Worth Offer. To exceeds the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this complianceMinimum Consolidated Net Worth.

Maintenance of Consolidated Tangible Net Worth. (a) If the Parent’s Company's Consolidated Tangible Net Worth declines below $75.0 million (the “Minimum Tangible Net Worth”) at the end of any fiscal quarter, the Parent must deliver an Officers’ Certificate to the Trustee within 55 days after the end of that fiscal quarter (100 days after the end of any fiscal year) to notify the Trustee. If, on the last day of each of any two consecutive fiscal quarters (the last day of the second such fiscal quarter being referred to as a “"Deficiency Date”), ") is less than $125 million (the Parent’s "Minimum Consolidated Tangible Net Worth is less than the Minimum Tangible Net Worth of the ParentWorth"), then the Issuer must make an Offer Company shall, no later than 60 days after a Deficiency Date (or 120 days if a Deficiency Date is also the end of the Company's fiscal year), offer to Purchase purchase (a “"Net Worth Offer”") to all Holders of Notes to purchase 10% of the aggregate principal amount of the Notes Securities originally issued hereunder (or such lesser amount as may be outstanding at the “time the Net Worth Offer is made) (the "Offer Amount”") at a purchase price equal to 100% of the aggregate principal amount of the Notesthereof, plus accrued and unpaid interest thereon, if any, to the date of purchasepurchase date; provided, however, that no such Net Worth Offer shall be required if, after the Deficiency Date but prior to the date timely delivery of the Issuer is Officers' Certificate required to make the Net Worth Offerby this Section 4.15, capital in cash or Cash Equivalents is contributed for Qualified Equity Interests or otherwise paid to the Company or its subsidiaries sufficient to increase the Parent’s Company's Consolidated Tangible Net Worth after giving effect to such contribution to an amount equal to $125 million or above the Minimum Tangible Net Worth. The Issuer must make the Net Worth Offer no later than 65 days after each Deficiency Date (110 days if such Deficiency Date is the last day of the Parent’s fiscal year)more. The Net Worth Offer is required to shall remain open for a period of 20 Business Days business days following its commencement or for such and no longer, unless a longer period as is required by lawlaw (the "Offer Period"). The Issuer is required to purchase the Net Worth Offer Amount of the Notes on a designated date no later than five Business Days Promptly after the termination of the Net Worth OfferOffer Period (the "Payment Date"), the Company shall purchase and mail or deliver payment for the Offer Amount of Securities tendered or, if less than the Net Worth Offer Amount of Notes shall have has been tendered, all Notes then tenderedSecurities tendered in response to the Net Worth Offer. If less than all of the aggregate principal amount of Notes Securities tendered exceeds in response to the Net Worth Offer Amountare to be purchased, the Issuer is required Company shall select the Securities to purchase the Notes tendered to it be purchased on a pro rata among the Notes tendered (with such adjustments as may be appropriate so that only Notes in denominations of $1,000 and integral multiples thereof shall be purchased)basis. In no event shall the failure of the Parent’s Consolidated Tangible Net Worth to equal or exceed the Minimum Tangible Net Worth at the end of any fiscal quarter be counted toward the requirement to make more than one Net Worth Offer. The Issuer may reduce the principal amount of Notes to be purchased pursuant to the Net Worth Offer by subtracting 100% of the principal amount (excluding premium) of the Notes redeemed by the Issuer prior to the purchase (otherwise than under this provision). The Issuer, however, may not credit Notes that have been previously used as a credit against any obligation to repurchase Notes pursuant to this provision. The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Worth Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.16, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.16 by virtue of this compliance.Company's