that is prior to other Indebtedness secured thereby), would not
exceed 10% of Consolidated Assets.
SECTION 4.05.
REPURCHASE OF NOTES UPON A CHANGE OF CONTROL.
THE
COMPANY MUST COMMENCE, WITHIN 30 DAYS OF THE OCCURRENCE OF A CHANGE OF CONTROL,
AND CONSUMMATE AN OFFER TO PURCHASE FOR ALL NOTES THEN OUTSTANDING, AT A
PURCHASE PRICE EQUAL TO 101% OF THEIR PRINCIPAL AMOUNT, PLUS ACCRUED INTEREST,
IF ANY, TO THE PAYMENT DATE.
THE COMPANY WILL NOT BE REQUIRED TO MAKE AN OFFER
TO PURCHASE UPON THE OCCURRENCE OF A CHANGE OF CONTROL PURSUANT TO THIS
SECTION 4.05, IF (I) A THIRD PARTY MAKES AN OFFER TO PURCHASE THE NOTES IN THE
MANNER, AT THE TIMES AND OTHERWISE IN COMPLIANCE WITH THIS INDENTURE APPLICABLE
TO AN OFFER TO PURCHASE AND PURCHASES ALL NOTES PROPERLY TENDERED AND NOT
WITHDRAWN IN SUCH OFFER TO PURCHASE UPON A CHANGE OF CONTROL, OR (II) A NOTICE
OF REDEMPTION HAS BEEN GIVEN PURSUANT TO
34
SECTION 3.04
THIS INDENTURE UNLESS AND UNTIL THERE IS A DEFAULT IN PAYMENT OF
THE APPLICABLE REDEMPTION PRICE. AN OFFER TO PURCHASE UPON THE OCCURRENCE OF A
CHANGE OF CONTROL MAY BE MADE IN ADVANCE OF A CHANGE OF CONTROL IF A DEFINITIVE
AGREEMENT TO EFFECT THE CHANGE OF CONTROL IS IN PLACE AT THE TIME SUCH OFFER TO
PURCHASE IS MADE AND THE OFFER TO PURCHASE IS EFFECTED UPON THE CONSUMMATION OF
THE CHANGE OF CONTROL, AND SUCH OFFER TO PURCHASE MAY BE CONDITIONAL ON THE
CHANGE OF CONTROL.
SECTION 4.06.
EXISTENCE.
SUBJECT TO ARTICLES FOUR AND FIVE OF THIS
INDENTURE, THE COMPANY SHALL DO OR CAUSE TO BE DONE ALL THINGS REASONABLY
NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AND THE
EXISTENCE OF EACH OF ITS SUBSIDIARY GUARANTORS IN ACCORDANCE WITH THE RESPECTIVE
ORGANIZATIONAL DOCUMENTS OF THE COMPANY AND EACH OF ITS SUBSIDIARY GUARANTORS
AND THE MATERIAL RIGHTS (WHETHER PURSUANT TO CHARTER, CERTIFICATE OF FORMATION,
ARTICLE OF INCORPORATION, PARTNERSHIP CERTIFICATE, AGREEMENT, STATUTE OR
OTHERWISE), LICENSES AND FRANCHISES OF THE COMPANY AND EACH OF ITS SUBSIDIARY
GUARANTORS; PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO PRESERVE ANY SUCH
RIGHT, LICENSE OR FRANCHISE, OR THE EXISTENCE OF ANY SUBSIDIARY GUARANTOR, IF
THE MAINTENANCE OR PRESERVATION THEREOF IS NO LONGER DESIRABLE IN THE COMPANY'S
JUDGMENT FOR THE CONDUCT OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARY
GUARANTORS TAKEN AS A WHOLE.
SECTION 4.07.
PAYMENT OF TAXES AND OTHER CLAIMS.
THE COMPANY SHALL
PAY OR DISCHARGE AND SHALL CAUSE EACH OF ITS SUBSIDIARY GUARANTORS TO PAY OR
DISCHARGE, OR CAUSE TO BE PAID OR DISCHARGED, BEFORE THE SAME SHALL BECOME
DELINQUENT (I) ALL MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES LEVIED
OR IMPOSED UPON (A) THE COMPANY OR ANY SUCH SUBSIDIARY GUARANTOR, (B) THE INCOME
OR PROFITS OF ANY SUCH SUBSIDIARY GUARANTOR WHICH IS A CORPORATION OR (C) THE
PROPERTY OF THE COMPANY OR ANY SUCH SUBSIDIARY GUARANTOR AND (II) ALL MATERIAL
LAWFUL CLAIMS FOR LABOR, MATERIALS AND SUPPLIES THAT, IF UNPAID, MIGHT BY LAW
BECOME A