Common use of Certain Redemption Rights Clause in Contracts

Certain Redemption Rights. If any Mandatory Redemption Shares remain outstanding on the date that is forty-five (45) days following the fifth (5th) anniversary of the Issue Date, then, unless the Super Majority Requisite Holders determine otherwise, (x) (i) the size of the Board of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, (ii) the Requisite Series A Preferred Holders shall be entitled to (A) nominate and appoint the individuals to fill the vacancies created by such increase, (B) nominate and appoint each successor to such individuals and (C) to direct the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and (iii) such individuals so nominated and appointed shall thereafter serve on the Board of Directors until their removal by the Requisite Series A Preferred Holders, (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate with respect to such shares shall be increased to a rate of 18% per annum (without any discount if paid in cash) and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of Designations.

Certain Redemption Rights. If (a) At any Mandatory Redemption Shares remain outstanding on time, or from time to time, after the earlier of (x) December 10, 1998, (y) the date that is forty-five (45) days following immediately preceding the fifth (5th) anniversary date of the Issue Dateconsummation of an Exit Event or (z) the first date as of which the Notes shall have been paid in full and all Junior Preferred Shares have been redeemed, thenat the request of a Requesting Holder, unless Holdings shall redeem the Super Majority Requisite number of Common Shares held by such Requesting Holder which such Holder requests to be redeemed. Any notice of redemption by a Holder shall be in writing and shall also state the number of Common Shares to be redeemed. Upon receipt of any such request by a Requesting Holder, Holdings shall promptly give notice of such proposed redemption to all other Holders. Each such other Holder may elect to include its Common Shares in the redemption to be made pursuant to this Section 6.8(a) by so notifying the Company within 15 days after receipt of the notice referred to in the immediately preceding sentence. Holdings shall notify all Holders determine otherwisein writing of the proposed occurrence of an Exit Event as soon as reasonably practicable but in no event later than 45 days prior to the consummation of such Exit Event. In the case of any redemption in connection with an Exit Event, (xany Requesting Holder shall notify Holdings of its desire to cause a redemption under Section 6.8(a) as soon as it is reasonably practicable but in no event shall such notice be provided later than 15 days prior to the consummation of such Exit Event. Notwithstanding the foregoing, Holdings shall not be required to redeem Common Shares pursuant to this Section 6.8(a) (i) if the size request for such redemption is made after the date on which Holdings shall have consummated one or more registered public offerings of its equity securities with aggregate net proceeds to Holdings and the Board selling shareholders of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, at least $15,000,000 or (ii) the Requisite Series A Preferred Holders if any request for redemption occurs within 365 days of any previous request for redemption and Holdings shall have redeemed all Common Shares covered by such previous request. (b) The redemption price payable by Holdings upon any redemption of Common Shares pursuant to Section 6.8(a) shall be entitled equal to (Ax) nominate in the case of Common Shares held by Holders other than Original Purchasers, the product of the Fair Market Value of Holdings and appoint a fraction, the individuals to fill numerator of which is the vacancies created by number of such increaseCommon Shares being redeemed and the denominator of which is the number of Common Stock Equivalents then outstanding, (B) nominate and appoint each successor to such individuals and (Cy) in the case of Common Shares held by an Original Purchaser, the greater of the amount referred to direct clause (x) and the removal from Preferred Return in respect of such Common Shares. (1) If a redemption is requested in connection with an Exit Event involving a sale, lease, transfer or other disposition of assets described in clause (i) of the definition of Exit Event, then the Fair Market Value of Holdings shall equal the fair market value of the equity of Holdings as determined by the Board of Directors of Holdings, reasonably and in good faith, on the basis of the aggregate net proceeds received by Holdings for such assets reduced by the outstanding indebtedness, preferred shares and other liabilities of Holdings (including without limitation any member nominated and appointed under liabilities in respect of any SAR Agreements). (2) If a redemption is requested in connection with an Exit Event involving the foregoing clauses issuance by Holdings of Common Shares (A) or (B)i.e., and clause (iii) such individuals so nominated and appointed of the definition of Exit Event), then the Fair Market Value of Holdings shall thereafter serve on equal the fair market value of the equity of Holdings as determined by the Board of Directors until their removal of Holdings, reasonably and in good faith, on the basis of the price per share at which such Common Shares are sold. (3) If a redemption is requested other than in connection with an Exit Event described in Section 6.8(c)(1) or (c)(2), then the Fair Market Value of Holdings shall be determined in accordance with Section 6.8(d). (d) Within 10 days of receipt of any notice of redemption in connection with any event described in Section 6.8(c)(3), Holdings shall notify the Requesting Holder either (i) of its election to determine the Fair Market Value of Holdings on the basis of an appraisal (in which case it shall equal the fair market value of the equity of Holdings valued as a going concern) or (ii) its election, in lieu of an appraisal, to arrange for a sale of substantially all of the assets of Holdings and its Subsidiaries or of all of Holdings outstanding Common Shares to any Person other than an Affiliate of Holdings (a "Sale") in order to determine the Fair Market Value of Holdings. (1) If Holdings does not promptly notify the Requesting Holder pursuant to the immediately preceding sentences, a nationally recognized investment banking firm selected by the Requisite Series A Preferred HoldersRequesting Holder shall determine the Fair Market Value of Holdings. (2) If Holdings shall have elected the appraisal option, Holdings shall in such notice select a nationally recognized investment banking firm, and within 10 days of receipt of such notice the Requesting Holder shall select a nationally recognized investment banking firm, and the two investment banking firms shall select a third nationally recognized investment banking firm to determine the Fair Market Value of Holdings. (y3) notwithstanding anything herein If Holdings shall have elected to pursue a Sale and such Sale is consummated within one year of the date of notice of such election, then the Fair Market Value of Holdings shall equal (A) in the case of a Sale of all or substantially all of the assets of Holdings, the aggregate net proceeds received by Holdings in connection therewith reduced by any outstanding indebtedness, preferred shares and other Transaction Documents liabilities (including without limitation any liabilities in respect of the SAR Agreements) of Holdings and (B) in the case of a Sale of all of the outstanding Common Shares of Holdings, the price per Common Share paid in connection therewith multiplied by the aggregate number of Common Stock Equivalents. (4) If Holdings shall have elected to pursue a Sale and such effort is abandoned or such Sale has not been consummated within one year of the notice by Holdings of such election, then Holdings shall, within 10 days of the earlier to occur of such abandonment or the expiration of such one-year period, select a nationally recognized investment banking firm, and within 10 days thereafter the Requesting Holder shall select a nationally recognized investment banking firm, and the two investment banking firms shall select a third nationally recognized investment banking firm to determine the Fair Market Value of Holdings. If Holdings does not make the selection of an investment banking firm within the time periods specified above, the investment banking firm selected by the Requesting Holder shall determine the Fair Market Value of Holdings. Holdings shall pay the fees and expenses of the investment banking firms selected to determine the Fair Market Value of Holdings. If any Holder which has elected to include any Common Shares held by it in a redemption to be made pursuant to a redemption notice described in the first sentence of this Section 6.8(d) refuses to permit, or otherwise to participate in, a proposed Sale, and such proposed Sale was not consummated solely by means of such refusal, then such Holder shall be deemed to have withdrawn its election to include its Common Shares in such redemption. (e) Any purchase pursuant to this Section 6.8 shall (i) if based on Fair Market Value of Holdings as determined in accordance with an appraisal, be made no later than 90 days following such determination, and (ii) if based on Fair Market Value of Holdings as determined by reference to an Exit Event described in Sections 6.8(c)(1) or (2) or to a Sale, simultaneously with the consummation of such Exit Event or Sale. (f) Anything in this Section 6.8 to the contrarycontrary notwithstanding, Holdings shall not be required to redeem Common Shares to the Series A-1 Dividend Rate extent that Holdings is prohibited by applicable statutes relating to insolvency or to the maintenance of adequate stated or legal capital or transfers for equivalent value from (i) effecting such a redemption and (ii) revaluing its assets or otherwise generating or creating surplus sufficient to permit such a redemption. In the event that Holdings is so prohibited from effecting such a redemption, Holdings shall use all funds that are legally available to effect such a purchase ratably from the Holders in proportion to the aggregate number of Common Shares proposed to be redeemed. Any Holder may, with respect to all Common Shares proposed to be redeemed but not redeemed by reason of this Section 6.8(e), elect either (i) to rescind such shares Holder's request that Holdings redeem the Common Shares (in which event the Holders shall be increased have no liability for the expenses of Holdings) or (ii) to leave such request in place, in which case Holdings shall, as soon as funds are legally available, pay to such Holder the redemption price for the Common Shares redeemed by such Holder, together with interest thereon at a rate of 1816% per annum annum, compounded semi-annually, from the date redemption would have been required but for this Section 6.8(f). (without g) In the event that any discount if paid Common Shares shall have been redeemed pursuant to Section 6.8(a) for a redemption price equal to the Preferred Return and any Notes or Junior Preferred Shares shall have remained outstanding after the date on which such redemption was consummated, then on each subsequent date (an "Additional Payment Date") on which Holdings shall redeem any Junior Preferred Shares or FMCAN shall repay any principal in cashrespect of the Notes, Holdings shall simultaneously therewith pay to each Original Purchaser that had previously redeemed any Common Shares pursuant to Section 6.8(a) for a redemption price equal to the Preferred Return an amount equal to the "Additional Redemption Price" (as defined below) multiplied by a ratio, the numerator of which shall equal the aggregate number of Common Shares previously redeemed by such Original Purchaser pursuant to Section 6.8(a) for a redemption price based on the Preferred Return, and the Series A-2 Dividend Rate with respect denominator of which shall equal the aggregate number of Common Shares previously redeemed by all Original Purchasers pursuant to such shares shall be increased to the greater of (aSection 6.8(a) for a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid redemption price based on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of DesignationsReturn.

Certain Redemption Rights. If At any Mandatory time after the occurrence of Class A Redemption Shares remain outstanding on Event, Fortress shall have the irrevocable right ("Class A Redemption Right") to require the Company to redeem all but not less than all of the Class A Interest held by Chelsea exercisable by notice in writing to the Company, with a copy to Chelsea ("Class A Redemption Notice"). The Class A Redemption Notice shall contain an unconditional irrevocable promise by Fortress to make a capital contribution to the Company in an aggregate amount equal to the Class A Redemption Amount. The closing of any capital contribution and redemption pursuant to this Section 13.4 shall occur not later than the date that is forty-five the later of fifteen (4515) days following after the fifth (5th) anniversary date of mailing of the Issue Date, then, unless the Super Majority Requisite Holders determine otherwise, (x) (i) the size of the Board of Directors shall be increased by Class A Redemption Notice and two (2) seats (Business Days after the “Investor Seats”) andRating Agencies shall, except as set forth in the following sentenceif Fortress shall determine such approval is required, the size have approved of the Board transaction contemplated by such closing, and each of Directors the Members shall not be further increased execute all documents and cooperate with each other in doing all things necessary to effect such closing. At such closing, Chelsea will tender to the Company all of the Class A Interest held by Chelsea in exchange for cash in an amount equal to the Class A Redemption Amount. If Chelsea shall fail at such closing to tender to the Company for redemption all of its Class A Interest, Fortress shall have the right, without the consent of Chelsea or any other Member, to cause the Requisite Series Company to redeem all but not less than all of the Class A Preferred HoldersInterests held by Chelsea for the Class A Redemption Amount, and Chelsea hereby authorizes Fortress or the Company, pursuant to an irrevocable power of attorney coupled with an interest, to take such actions and execute such documents on behalf of Chelsea and the Company to effect such a redemption. Upon such closing, Chelsea and Fortress shall cause the applicable Management Agreement related to the Class A Assets to be terminated. Any Class A Interest redeemed pursuant to this Section 13.4 shall be transferred to the Company free and clear of any and all Liens. In connection with any such redemption pursuant to this Section 13.4, the Members shall simultaneously amend this Agreement to the extent necessary or appropriate, in the reasonable judgment of Fortress, to provide for its complete ownership of the Class A Interest and complete control of the Class A Assets, including (i) to entitle Fortress to receive all subsequent Distributions with respect to the Class A Interest, (ii) to allocate to Fortress all subsequent allocations made under Article X hereof with respect to the Requisite Series Class A Preferred Holders shall Interest, (iii) to remove all subsequent Distributions made to Fortress with respect to the Class A Interest from the determination of whether the 20% Priority Distribution has been received, (iv) to eliminate the right hereunder of Chelsea to receive Distributions with respect to the Class A Interest under Section 6.1, (v) to remove the Class A Interest from the Buy/Sell Right and the associated procedures set forth in Article VIII hereof with respect thereto, (vi) to permit Fortress to make all management decisions (including Major Decisions) with respect to the Class A Interest and the Class A Assets, and (vii) to provide that only Fortress will be entitled to (A) nominate receive subsequent reports and appoint the individuals to fill the vacancies created by such increase, (B) nominate and appoint each successor to such individuals and (C) to direct the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and (iii) such individuals so nominated and appointed shall thereafter serve on the Board of Directors until their removal by the Requisite Series A Preferred Holders, (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate information with respect to such shares shall be increased to a rate of 18% per annum (without any discount if paid in cash) and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock is then convertible, and (z) during the one hundred twenty (120) days following the date of such appointment (the “Initial Sale Period”), the Company will work in good faith with the Requisite Series Class A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may be required to be obtained under the Debt Documents to repurchase or redeem the then outstanding shares of Series A Preferred Stock in accordance with the provisions of this Section 2.6 and the Certificate of DesignationsAssets.

Certain Redemption Rights. If (a) At any Mandatory Redemption Shares remain outstanding on the date that is forty-five (45) days time following the fifth (5th) anniversary dissolution of ASLP, in the event that the General Partner determines in good faith that the aggregate fair market value of the Issue DateUnits and Holdings Notes held by the Limited Partners other than the Principal Holders is less than $10 million, thenthe Partnership will have the right to call for redemption all, unless but not less than all, of the Super Majority Requisite Units and Holdings Notes held by the Limited Partners other than the Principal Holders determine otherwiseand the direct subsidiaries of the General Partner (such Units and Holdings Notes, the “Called Securities”). If the Partnership desires to exercise its option to redeem the Called Securities under this Section 7.5, the Partnership shall deliver to all Limited Partners (xother than to the Principal Holders and the direct subsidiaries of the General Partner) a notice of redemption (the “Redemption Notice”) at the address set forth on such Limited Partner’s signature page hereto, which shall specify (i) the size that all, but not less than all, of the Board of Directors shall be increased by two (2) seats (the “Investor Seats”) and, except as set forth in the following sentence, the size of the Board of Directors shall not be further increased without the consent of the Requisite Series A Preferred Holders, such Limited Partner’s Called Securities are being redeemed; (ii) the Requisite Series A Preferred Holders shall be entitled to (A) nominate and appoint the individuals to fill the vacancies created number of Called Securities held by such increase, (B) nominate Limited Partner as reflected on the books and appoint each successor to such individuals and (C) to direct records of the removal from the Board of Directors of any member nominated and appointed under the foregoing clauses (A) or (B), and Partnership; (iii) such individuals so nominated and appointed shall thereafter serve the date on which the Board of Directors until their removal by redemption is to be effected (the Requisite Series A Preferred Holders“Redemption Date”), (y) notwithstanding anything herein or any other Transaction Documents to the contrary, the Series A-1 Dividend Rate with respect to such shares which shall be increased a day on which banks in the City of New York are not permitted or required to a rate of 18% per annum (without any discount if paid in cash) be closed and the Series A-2 Dividend Rate with respect to such shares shall be increased to the greater of (a) a rate of 18% per annum (without any discount if paid in cash) and (b) cash dividends declared and paid on the number of shares of Common Stock into which such share of Series A-2 Preferred Stock that is then convertible, and (z) during the one hundred twenty (120) at least 30 but not more than 60 days following the date of the Redemption Notice; and (iv) instructions regarding steps such appointment Limited Partner must take in order to effect the redemption of its Called Securities and receive payment therefor. Once a Redemption Notice is given under this Section 7.5, it shall be irrevocable and shall not be subject to withdrawal with respect to any Limited Partner without the written consent of such Limited Partner. (b) With respect to each applicable Limited Partner, the closing of the redemption of such Limited Partner’s Called Securities shall occur at 10:00 A.M. on the Redemption Date at the offices of the Partnership or such other time and at such other place as to which the Partnership and such Limited Partner may agree. At such closing: (i) the Partnership shall pay to each Limited Partner (other than to the Principal Holders) an amount (the “Initial Sale PeriodRedemption Amount”), ) equal to the Company will work in good faith with product of the Requisite Series A Preferred Holders to structure a mutually agreeable capital fundraising transaction and obtain any consents that may nearest whole number of IDSs the General Partner would be required to be obtained issue under the Debt Documents Exchange and Registration Rights Agreement in order to repurchase or redeem the then outstanding shares effect a requested registration and subsequent redemption of Series A Preferred Stock in accordance with the provisions of this Section 2.6 such Limited Partner’s Called Securities thereunder and the Certificate Fair Market Value, by wire transfer of Designationsimmediately available funds to the account of such Limited Partner set forth in written instructions provided by such Limited Partner to the Partnership not less than five days prior to the Redemption Date; (ii) the Partnership shall cancel the Called Securities of such Limited Partner and such Limited Partner shall cease to be a partner of the Partnership; and (iii) the Limited Partner whose Called Securities are being redeemed shall execute and deliver to the Partnership such other documents as the Partnership may reasonably request to effect the redemption of the Called Securities. (c) In the event any Limited Partner fails to provide the Partnership with written instructions regarding the payment of the Redemption Amount hereunder, the closing of the redemption of such Limited Partner’s Called Securities shall nonetheless take place on the Redemption Date and the Partnership will hold such Redemption Amount in trust for such Limited Partner or its successors and assigns. In no event will the Partnership be required to pay interest in respect of any Redemption Amount following the Redemption Date.