INTERNATIONAL TEXTILE GROUP, INC. SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF JUNE 6, 2007

Exhibit 10.1

Execution Draft

INTERNATIONAL TEXTILE GROUP, INC.

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT

D ATED AS OF J UNE  6, 2007

$80,000,000 18.00% S ENIOR S UBORDINATED N OTES DUE J UNE  6, 2011

TABLE OF CONTENTS

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SCHEDULES & EXHIBITS

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SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of June 6, 2007, among International Textile Group, Inc., a Delaware corporation (the “ Company ”) and each of the Purchasers set forth in Schedule A. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

The parties hereto agree as follows:

The Company has authorized the issuance and sale of the Notes and, on the Closing Date, the Initial Notes will be issued substantially in the form attached hereto as Exhibit 1.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder.

The sale and purchase of the Initial Notes to be purchased by each of the Purchasers shall occur at the offices of Jones Day located at 222 East 41 ^st Street, New York, New York 10017-6702, at a closing (the “ Closing ”) on June 6, 2007 or at such other location, or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser, registered in such name or names and such denomination or denominations as the Purchasers may designate against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 2000035272827 at Wachovia Bank, National Association, ABA number 053000219, Attn: International Textile Group, Inc. If at the Closing the Company shall fail to tender such Notes to each Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to each Purchaser’s satisfaction or waived by each Purchaser as provided for herein, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights each such Purchaser may have by reason of such failure or such nonfulfillment.

Each Purchaser’s several obligation to purchase and pay for the Initial Notes to be sold to it at the Closing is subject to the fulfillment to each such Purchaser’s reasonable satisfaction or waiver, in writing, prior to or at the Closing, of the following conditions:

The representations and warranties of the Company in this Agreement shall be (i) true and correct in all respects on the Closing Date with respect to those representations and warranties containing qualifications as to materiality and (ii) true and correct in all material respects on the Closing Date with respect to those representations and warranties not qualified as to materiality.

The Company shall have performed and complied with, in all material respects, all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes, no Default or Event of Default shall have occurred and be continuing.

Nothing shall have occurred since December 31, 2006 which has had, or could reasonably be expected to have, a Material Adverse Effect.

There shall be no actions, suits, proceedings or investigations pending or threatened in any court or before any Governmental Authority or self-regulatory organization with respect to the consummation of the transactions contemplated hereunder.

All necessary governmental, regulatory and third party approvals and/or consents in connection with the issuance and sale of the Notes shall have been obtained and remain if full force and effect.

Each Purchaser shall have received opinions in form and substance satisfactory to it, dated the Closing Date from Jones Day, special counsel of the Company, in the form set forth in Exhibit 4.4 (and the Company hereby instructs such counsel to deliver such opinion to each Purchaser).

On the Closing Date each Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which it is subject, without recourse to provisions permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If so requested, each Purchaser shall have received an Officer’s Certificate from the Company certifying as to such matters of fact as it may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained by the Company for the Notes.

The Company shall have delivered to the Purchasers fully executed copies of (i) that certain Amendment No. 7 to Credit Agreement by and among the Company, the other borrowers and credit parties signatory thereto, General Electric Capital Corporation, a Delaware corporation, for itself and as Agent, and the other lenders signatory thereto, (ii) that certain Waiver Request Letter by and among BST and each of the other Persons party thereto and (iii) that certain Amendment No. 1 to Term Loan among Burlington Morelos, S.A. de C.V., General Electric Capital Corporation and the other lenders party thereto, in each case certified as true and correct by a Responsible Officer.

The Company shall have delivered to the Purchasers fully executed copies of (i) this Agreement, (ii) the Pledge Agreement and (iii) the Notes to be issued to the respective Purchasers at the Closing. The respective parties to the Subordination Agreement shall have duly executed and delivered the Subordination Agreement.

Satisfactory review of information with respect to the Company and its Subsidiaries regarding pending or threatened litigation, tax, accounting, and other business or legal matters reasonably requested by the Purchasers.

All fees and expenses due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of one counsel to the Purchasers) required to be reimbursed or paid by the Company hereunder; provided, however, that Company shall be required to pay no more than $200,000 in the aggregate of such expenses and fees.

The Company shall have delivered to the Collateral Agent all stock certificates evidencing Stock to be pledged pursuant to the Pledge Agreement, accompanied by stock powers executed in blank.

The Company shall have delivered to each Purchaser all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other records of proceedings of the Company or governmental approvals, if any, which such Purchaser shall have reasonably requested, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities.

The Company’s obligation to issue and sell the Notes to be sold by it at the Closing is subject to the fulfillment to the Company’s reasonable satisfaction or waiver, prior to or at the Closing, of the following conditions:

The representations and warranties of the Purchasers in this Agreement shall be true and correct in all material respects on the Closing Date.

The Purchasers shall have performed and complied with all of their respective agreements and obligations set forth herein that are required to be performed or complied with by the Purchasers on or before the Closing.

The Company shall have received on or before the Closing Date duly executed counterparts of the Subordination Agreement from each of the other Persons party thereto.

The Company represents and warrants to each Purchaser on the Closing Date that:

The Company and each of its Subsidiaries is a corporation, limited liability company, limited partnership (or other legal entity), as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents and to perform the provisions thereof (to the extent party thereto).

The execution and delivery of the Financing Documents have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are no statutory or, to the Company’s knowledge, contractual preemptive rights or rights of refusal with respect to the issuance of the Notes hereunder.

The representations or warranties made by the Company in the Financing Documents as of the date such representations and warranties are made, and the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of the Company in connection with the Financing Documents or any other written information, and the financial statements listed in Schedule 6.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

The execution, delivery and performance by the Company of the Financing Documents to which it is a party will not:

except in each case referred to in clauses (a), (b) and (c) above, as could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect.

Except for (i) regular and routine filings with the Securities and Exchange Commission, and (ii) those obtained or made on or prior to the Closing Date, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or any other Financing Document. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock except to the extent such violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and the offer, sale and issuance of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws.

The Company and its Subsidiaries have timely filed all Tax returns, statements, forms and reports (the “Returns” ) that are required to have been filed by or with respect to the income, properties or operations of the Company and/or its Subsidiaries in any jurisdiction. The Returns accurately reflect in all material respects all liability for Taxes of the Company and its Subsidiaries as a whole for the periods covered thereby. The Company and its Subsidiaries have paid all Taxes shown to be due and payable on such Returns and all other Taxes and assessments required to be paid by them, except for any Taxes and assessments (a) the amount of which is not, individually or in the aggregate, in excess of $1,000,000 or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. Since December 31, 2006, the Company and its Subsidiaries have not incurred any liability for Taxes other than in the ordinary course of business. Except as set forth on Schedule 6.9, there is no action, suit, proceeding, investigation, audit, or claim now pending, or, to the best knowledge of the Company or any of its Subsidiaries,

threatened by any authority regarding any Taxes relating to Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of federal income Taxes of the Company or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Company or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.

The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are material and necessary to conduct their respective businesses as currently conducted, without known conflict with the rights of others.

Each of the Company and each of its Subsidiaries has received from the Internal Revenue Service, with respect to each Plan and each trust thereunder maintained or contributed to by the Company or any Subsidiary, which is intended to qualify for tax exempt status under Section 401 or Section 501 of the Code or other applicable law, a determination letter stating that such Plan is

a qualified plan under Section 401(a) of the Code and is exempt from United States federal income tax under Section 501(a) of the Code, and there has been no occurrence since the date of such determination letter which has adversely affected such qualification. Except where any consequent obligations or liabilities (contingent or otherwise) could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect, (x) each Plan is in compliance with applicable provisions of ERISA, the Code and other applicable law, (y) there are no existing or pending (or to the knowledge of the Company, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Plan to which the Company incurs or otherwise has or could have an obligation or any liability, and (z) no ERISA Event has occurred or is reasonably expected to occur. Schedule 6.12 sets forth a description of each Plan maintained by the Company or any of its ERISA Affiliates or Subsidiaries or to which the Company or any of its ERISA Affiliates or Subsidiaries has an obligation to contribute, or with respect to which the Company or any of its ERISA Affiliates or Subsidiaries has any other liability, which has any Unfunded Benefit Liabilities (as defined in Section 4001(a)(18) of ERISA). The Unfunded Benefit Liabilities associated with any such Plans could not reasonably be expected to result in a Material Adverse Effect.

None of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).

Except as described therein, Schedule 6.14 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (other than Indebtedness that does not, collectively, exceed $2,000,000), including the approximate principal amounts outstanding thereunder as of May 31, 2007, since which date there has been no material change in the amounts of the Indebtedness of the Company or its Subsidiaries (other than fluctuations in the amount of revolving Indebtedness occurring in the ordinary course of business). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which, individually or in the aggregate, exceeds $7,500,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the (a) Trading with the Enemy Act, as amended, or (b) any of the foreign

assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended). Without limiting the foregoing, neither the Company nor any Subsidiary (a) is or will become a blocked Person described by section 1 of Executive Order 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (31 CFR Part 595 et seq.) or (b) to the knowledge of the Company, engages or will engage in any dealings or transactions, or is otherwise associated, with any such Person.

Neither the Company nor any Subsidiary is (a) subject to regulation under the Investment Company Act of 1940, as amended, or the Federal Power Act, as amended, or (b) in violation of the USA Patriot Act.

There are no strikes, work stoppages, slowdowns or lockouts existing (or, to the knowledge of the Company, threatened) against or involving any the Company or any Subsidiary of the Company. The Company and its Subsidiaries are in compliance with the Fair Labor Standards Act and any other applicable federal, state, local or foreign law for the regulation of working conditions, wages and worker safety, except for any such non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Part A of Schedule 6.17 (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any the Company or any of its Subsidiaries, (b) to the Company’s knowledge, no petition for certification or election of any such representative is existing or pending with respect to any employee of the Company or any of its Subsidiaries and (c) to the Company’s knowledge, no such representative has sought certification or recognition with respect to any employee of the Company or any of its Subsidiaries. Part B of Schedule 6.17 sets forth, as of the Closing Date, a true and complete list of all employment agreements between the Company and any of its “executive officers” (as such term is defined for purposes of disclosure pursuant to Item 402 of Regulation S-K pursuant to the Exchange Act).

Both before and after giving effect to the issuance of the Notes and the payment and accrual of all transaction costs in connection with the foregoing, the Company is and shall be Solvent.

Except as disclosed on Schedule 6.19, neither the Company nor any of its Subsidiaries is a party to any transaction or series of transactions with any Affiliate of the Company or any of its Subsidiaries other than on terms reasonably expected to be obtainable by the Company or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate.

Nothing has occurred since December 31, 2006 which has had, or could reasonably be expected to have, a Material Adverse Effect.

Except to the extent the following circumstances, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

Each of the Purchasers, severally and not jointly, represents and warrants to the Company and covenants:

Each Purchaser has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

Each Purchaser confirms that the Notes purchased by such Purchaser will be acquired for investment for such Purchaser’s own account, not as a nominee or agent for any other person, and not with a view to the resale or distribution of any part thereof within the meaning of the Securities Act, and that each Purchaser has no present intention of selling, granting any participation in, or otherwise distributing same. If not an individual, each Purchaser also represents that it has not been formed for the specific purpose of acquiring the Notes.

Each Purchaser is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, promulgated under the Securities Act and as presently in effect.

Each Purchaser understands that the Company will be relying on the representations made in this Section 7. Each Purchaser further acknowledges and agrees that the Company has made no representations or warranties other than as specifically set forth in this Agreement. Each Purchaser understands that the Notes are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Notes.

It is understood that the certificates evidencing any Note will bear legends substantially similar to the following:

Upon the purchase of any Note, each Purchaser or any holder of any Note shall deliver to the Company two accurate and complete original signed copies of Internal Revenue Service Form W-9, Form W-8ECI or Form W-8BEN (or successor forms) certifying as to such Purchaser’s or holder’s complete exemption from United States withholding tax (a “Withholding Certificate” ) with respect to payments to be made under any Note to the extent that, in the case of a holder of a Note other than a Purchaser, such holder is legally able to do so.

Each Purchaser represents that:

Each Purchaser acknowledges and agrees that it is not relying, an shall not rely, on any present or future claim on the assets of the BST Group and hereby covenants and agrees that it shall not take any action that is inconsistent with such non-reliance. Notwithstanding anything to

the contrary in the foregoing sentence, each Purchaser is relying on the value of the Stock of BST pledged pursuant to the Pledge Agreement, and its first priority perfected lien thereon, in determining to purchase the Notes.

The Company shall deliver to each holder of Notes the financial information delivered to the lenders pursuant to the terms of the Senior Credit Agreement and the BST Credit Agreement (excluding any borrowing base certificates and information directly relating to delivery of borrowing base certificates, including, without limitation, collateral reports relating to inventory, receivables and equipment valuations), which financial information shall include, without limitation, delivery to each holder of Notes:

prepared (x) in the case of clauses (i) and (ii), in accordance with GAAP applicable to monthly financial statements generally, and (y) in the case of clause (iii) in accordance with BST Accounting Principles, and, in each case, certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnote disclosures;

prepared (x) in the case of clauses (i) and (ii), in accordance with GAAP applicable to quarterly financial statements generally, and (y) in the case of clause (iii), in accordance with BST Accounting Principles, and, in each case, certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnote disclosures, provided that with respect to clauses (i) and (ii) above, delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 8.1(b);

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (in the case of clauses (i) and (ii)) or BST Accounting Principles (in the case of clause (iii)), and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP (in the case of clauses (i) and (ii)), or BST Accounting Principles (in the case of clause (iii)) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that, with respect to clauses (i) and (ii), the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 8.1(c);

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Each set of financial statements delivered to a holder of Notes pursuant to Section 8.1(b) or Section 8.1(c) shall be accompanied by a certificate of a Senior Financial Officer (i) setting forth a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not

have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto and (ii) stating whether any change in Accounting Principles or in the application thereof has occurred since the date of the audited financial statements for the prior fiscal year which has had a material effect and, if any such change has occurred, describing the general effect of such change on the financial statements accompanying such certificate (but without any requirement for the delivery of pro forma financial statements reflecting such effects).

The Company shall permit the representatives of each holder of Notes:

If, in connection with the incurrence of any Indebtedness by a Project Subsidiary, a business plan or similar report is prepared by or on behalf of the Company for purposes presenting such business plan or report to the Company’s board of directors, then the Company shall provide a copy of such business plan or report to the Purchasers promptly following any such presentation to the Company’s board of directors.

The entire outstanding principal amount of, and the interest then accrued and unpaid on, the Notes shall be due and payable on June 6, 2011.

Except as otherwise noted below, the Company may prepay the outstanding principal of (together with accrued interest on) the Notes in full, or from time to time, in part, on any date (except as otherwise noted below) at the prepayment amounts (expressed as percentages of the outstanding principal amount (excluding the portion thereof representing PIK Interest) of each Note) set forth below plus accrued and unpaid interest thereon (which interest, if any, shall be paid in cash to the applicable date of prepayment as indicated below):

The Company will give each holder of Notes written notice of each optional prepayment under this Section 9.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, which notice may be conditioned upon the occurrence of certain events as set forth therein, provided that the Company shall notify the holders of the Notes promptly of the failure of any condition. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid, and the accrued interest to be paid on the prepayment date with respect to such principal amount being prepaid. Any partial prepayment of the outstanding principal amount of the Notes shall be applied ratably to (x) the outstanding principal amount (excluding the portion thereof representing PIK Interest) and (y) the outstanding principal amount representing PIK Interest.

Notwithstanding the foregoing, (i) the Company may not prepay the Notes, in whole or in part, at any time on or before June 6, 2008 unless the Qualified Issuance shall have occurred on or before the date of such prepayment and (ii) any prepayment of PIK Interest (whether or not such PIK Interest is represented by a PIK Note) shall be paid at par.

(i) at least 30 days prior to the consummation of such Change of Control, it shall give to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in Section 9.3(c), accompanied by the certificate described in Section 9.3(g), and

(ii) contemporaneously with such consummation, prepay all Notes required to be prepaid in accordance with this Section 9.3.

(i) any such deferral of the date of prepayment;

(ii) the date on which such Change in Control and the prepayment are expected to occur; and

(iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 9.3 in respect of such Change in Control shall be deemed rescinded).

(i) the Proposed Prepayment Date;

(ii) that such offer is made pursuant to this Section 9.3;

(iii) the principal amount of each Note offered to be prepaid;

(iv) the last date upon which the offer can be accepted or rejected, and setting forth the consequences of failing to provide an acceptance or rejection, as provided in Section 9.3(c);

(v) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date;

(vi) that the conditions of this Section 9.3 have been fulfilled; and

(vii) in reasonable detail, the nature and timing of the Change in Control.

The Company will, upon the occurrence of the Qualified Issuance, following not less than three (3) Business Days’ notice to the Purchasers, pay (i) one-half of the outstanding amount of the PIK Interest as of the date of consummation of the Qualified Issuance at par plus all accrued but unpaid interest on such PIK Interest prepaid and (ii) one-half of the accrued but unpaid interest in respect of the outstanding principal amount of the Initial Notes accruing since the most recent Interest Payment Date.

In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. All prepayments shall be applied first to accrued but unpaid interest and thereafter to principal and the additional payment amounts provided for under this Section 9.

In the case of each prepayment of Notes pursuant to this Section 9, the principal amount of each Note to be prepaid and the additional payment amounts provided for under this Section 9 shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Until the payment of all principal of and interest on the Notes, the Company will at all times perform and comply with all covenants in this Section 10:

The Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) so that such insurance, taken as a whole, shall be customary for entities of established reputations engaged in the same or a similar business and similarly situated.

The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 10.3 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and such discontinuance would not, individually or in the aggregate, have a Material Adverse Effect.

The Company will, and will cause each of its Subsidiaries to, pay and discharge all taxes, assessments, governmental charges, or levies imposed upon them or upon their income or profits, or upon any properties belonging to them, in each case on a timely basis and all claims for which, if unpaid, might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary, or (b) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

The Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 11.2 and 11.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless otherwise permitted hereunder) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

The Company will, and will cause each of its Subsidiaries to, comply with all other obligations which it incurs pursuant to any contract or agreement (other than with respect to the Senior Credit Agreement and BST Credit Agreement), whether oral or written, express or implied, as such obligations become due except w