Common use of Mandatory Offer to Purchase Notes Clause in Contracts

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100% of the aggregate principal amount thereof plus accrued interest thereon to the date of repurchase. (b) The notice (referred to in (c) below) to the Agent shall contain all instructions and materials necessary to enable the Lenders to tender Notes. (c) Within 30 days following any Change of Control the Company shall mail a notice to the Agent stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv) and that all Notes validly tendered will be accepted for payment; (2) the purchase price and the purchase date (the "Offer Payment Date"), which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed; (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (5) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to 5:00 p.m. New York time on the Offer Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase price. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100% of the aggregate principal amount thereof thereof, plus accrued interest thereon to the date of repurchase. (b) The notice (referred to in (c) below) to the Agent Lenders shall contain all instructions and materials necessary to enable the Lenders to tender Notes. (c) Within 30 days following any Change of Control the Company Parent Guarantor shall mail a notice to the Agent Lenders stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv) and that all Notes validly tendered will be accepted for payment; (2) the purchase price and the purchase date (the "Offer Payment Date")date, which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailedmailed (the "Offer Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company Borrower shall default in the payment of the repurchase price of the Notes; (5) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" 42 35 on the reverse of the Note completed, to the Company Parent Guarantor and the Borrower prior to 5:00 p.m. New York time on the Offer Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receivesParent Guarantor and the Borrower receive, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company Parent Guarantor and the Borrower shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at wire transfer, to the Payment Office U.S. Legal Tender sufficient to pay extent they have received wire instructions from the purchase price of all Notes to be purchased. The Agent shall promptly mail Lenders, or otherwise mail, to the Lenders whose Notes are so accepted payment in an amount equal to the purchase price. (e) The Company Parent Guarantor and the Borrower shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company Parent Guarantor and the Borrower shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (ai) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Lenders each Lender shall have the right to require the repurchase of any or all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100% of the aggregate principal amount thereof thereof, plus accrued interest thereon to the date of repurchase. (bii) The notice (referred to in (c) below) to the Administrative Agent shall contain all instructions and materials necessary to enable the Lenders each Lender to tender its Notes. (ciii) Within 30 days following any Change of Control the Company shall mail a notice to the Agent stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv2.8(iv) and that all Notes validly tendered will be accepted for paymentrepayment; (2) the purchase price and the purchase date (the "Offer Payment Date")date, which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailedmailed (the "Offer Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (5) that if a Lender lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company Commune prior to 5:00 p.m. New York time on the Offer Payment Date; (6) that That a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if the Notes are purchased tendered only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (div) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased tendered in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Administrative Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase price. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent price unless such laws and regulations are applicable in connection with the purchase of Notes payment is prohibited pursuant to an offer hereunder. To the extent the provisions of any securities laws Section 8 hereof or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereofotherwise.

Mandatory Offer to Purchase Notes. (aA) Upon the occurrence of a Change of Control (the date of such occurrence, the "“Change of Control Date"”), the Lenders shall have the right to require the repurchase of Company to prepay all of the Notes Loans pursuant to an offer to purchase (the "“Change of Control Offer"”) at a purchase price equal to (i) on or prior to the Conversion Date, 100% of the aggregate principal amount thereof and (ii) after to the Conversion Date, 101% of the aggregate principal amount thereof, and, in each case, plus accrued interest thereon to the date of repurchase. (bB) The notice (referred to in (c) below) to the Agent shall contain all instructions and materials necessary to enable the Lenders to tender NotesLoans. (cC) Within 30 days following any Change of Control the Company shall mail a notice to the Agent stating: (1i) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv) and that all Notes validly tendered will be accepted for payment2.5(a)(4); (2ii) the purchase price and the purchase date (the "Offer Payment Date")repayment date, which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailedmailed (the “Offer Payment Date”); (3iii) that any Note Loan not tendered repaid will continue to accrue interest; (4iv) that any Note Loan accepted for payment prepayment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment prepayment of the repurchase repayment price of the NotesLoans; (5v) that if a Lender elects to have a Note purchased Loan repaid pursuant to the Change of Control Offer it will be required to surrender notify the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company Agent prior to 5:00 p.m. New York time on the Offer Payment Date; (6vi) that a Lender will be entitled to withdraw its election if the Company Agent receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes Loans such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchasedLoan repaid; and (7vii) that if Notes Loans are purchased repaid only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (dD) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes Loans or portions thereof which are to be purchased repaid in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes Loans to be purchasedrepaid. The Agent shall promptly mail to the Lenders whose Notes Loans are so accepted payment in an amount equal to the purchase repayment price. (eE) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes Loans pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control at any time on or after the Conversion Date (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest thereon to the date of repurchase. (b) The notice (referred to in (c) below) to the Administrative Agent and each Lender shall contain all instructions and materials necessary to enable the Lenders to tender Notes. (c) Within 30 days following any Change of Control the Control, Company shall mail a notice to the Administrative Agent and each Lender stating: (1) the circumstances involving the Change of Control; (2) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(ivsubsection 2.5A(iv) and that all Notes validly tendered will be accepted for payment; (23) the purchase price and the purchase date (the "Offer Payment Date")date, which shall be no earlier than 30 days nor later than 40 45 days from the date such notice is mailedmailed (the "Offer Payment Date"); (34) that any Note not tendered will continue to accrue interest; (45) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (56) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to 5:00 p.m. New York time on the Offer Payment Date; (67) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) 8) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Funding and Payment Office U.S. Legal Tender immediately available funds sufficient to pay the purchase price of all Notes to be purchased. The Administrative Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase priceprice unless such payment is prohibited pursuant to Section 8. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Sectionsubsection, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control after the Conversion Date (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100101% of the aggregate principal amount thereof plus accrued interest thereon to the date of repurchase. Prior to the mailing of the notice to the Agents provided for in paragraphs (b) and (c) below but in any event within 30 days following any Change of Control, the Company hereby covenants to (i) repay in full and terminate all commitments under Indebtedness under the Senior Credit Facility and all other Senior Indebtedness -52- the terms of which require repayment upon a Change of Control or to offer to repay in full and terminate all commitments under all Indebtedness under the Senior Credit Facility and all other such Senior Indebtedness and to repay the Indebtedness of each lender which has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Facility and all other Senior Indebtedness to permit the repurchase of the Notes as provided for in paragraph (d) below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase the Notes pursuant to this Section 2.5A(iv). After the Conversion Date, the Company's failure to comply with the covenant described in the second preceding sentence (and any failure to send the notice referred to in clause (c) below as a result of the prohibition in the second preceding sentence) may (with notice and lapse of time) constitute an Event of Default described in Section 7.3 but shall not constitute an Event of Default described in Section 7.1. (b) The notice (referred to in (c) below) to the Agent Agents shall contain all instructions and materials necessary to enable the Lenders to tender NotesNotes pursuant to the Change of Control Offer. (c) Within 30 days following any the Change of Control Date the Company shall mail a notice to the Agent Agents stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv2.5A(iv) and that all Notes validly tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Offer Payment Date"), which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed; (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (5) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to 5:00 3:00 p.m. New York time on the Offer Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 3:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Agent Agents shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase priceprice unless such payment is prohibited pursuant to Section 8 hereof or otherwise. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100101% of the aggregate principal amount thereof plus accrued interest thereon to the date of repurchase. Prior to the mailing of the notice to the Agent provided for in paragraphs (b) and (c) below but in any event within 30 days following any Change of Control, the Company hereby covenants to (i) repay in full and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control (or that prohibits consummation of the Change of Control Offer) or to offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all other such Senior Debt and to repay the Indebtedness of each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Agreement and all other such Senior Debt to permit the repurchase of the Notes as provided for in paragraph (d) below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase the Notes pursuant to this Section 2.5A(iv). (b) The notice (referred to in (c) below) to the Agent shall contain all instructions and materials necessary to enable the Lenders to tender NotesNotes pursuant to the Change of Control Offer. (c) Within 30 days following any the Change of Control Date the Company shall mail a notice to the Agent stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv2.5A(iv) and that all Notes validly tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be a Business Day that is no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Offer Payment Date"), which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed; (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (5) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option Op tion of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to 5:00 p.m. 9:00 a.m. New York time on the Offer Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. 9:00 a.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase priceprice unless such payment is prohibited pursuant to Section 8 hereof or otherwise. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Company shall, if the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an so request, offer to purchase (the "Change of Control Offer") all of the Notes at a purchase price equal to 100101.5% of the aggregate principal amount thereof plus accrued interest thereon to the date of repurchase. Prior to the mailing of the notice to the Agent provided for in paragraphs (b) and (c) below but in any event within 30 days following any Change of Control, the Company hereby covenants to (i) repay in full all Indebtedness under the Senior Credit Facility or to offer to repay in full all such Indebtedness and to repay the Indebtedness of each lender under the Senior Credit Facility who has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Facility to permit the payment of the Notes as provided for in paragraph (d) below. The Company shall first comply with the covenant in the preceding sentence before it shall be required to pay the Notes pursuant to this Section 2.5A(iv). (b) The notice (referred to in (c) below) to the Agent shall contain all instructions and materials necessary to enable the Lenders to tender Notes. (c) Within 30 days following any Change of Control the Company shall mail a notice to the Agent stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv) and that all Notes validly tendered will be accepted for payment; (2) the purchase price and the purchase date (the "Offer Payment Date")date, which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailedmailed (the "Offer Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (5) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to 5:00 p.m. New York time on the Offer Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase priceprice unless such payment is prohibited pursuant to Section 8 or otherwise. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer Borrowers to purchase (the "Change of Control Offer") all of the Bridge Notes at a purchase price equal to 100103% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of repurchasepurchase (the "Change of Control Purchase Price"). Prior to the mailing of the notice to First Union provided for in paragraph (b) below but in any event within 30 days following any Change of Control, the Borrowers hereby covenant to (i) repay in full all Indebtedness under the Senior Credit Facility or to offer to repay in full all such Indebtedness and to repay the Indebtedness of each lender under the Senior Credit Facility who has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Facility to permit the payment of the Bridge Notes as provided for in paragraph (d) below. The Borrowers shall first comply with the covenant in the preceding sentence before it shall be required to purchase the Bridge Notes pursuant to this Section 2.4A(iv). (b) The Within 30 days following any Change of Control the Borrowers shall mail a notice (referred to in (c) below) to the Agent First Union that shall contain all instructions and materials necessary to enable the Lenders to tender Notes. (c) Within 30 days following any Change of Control the Company shall mail a notice to the Agent Bridge Notes and stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv2.4(A) (iv) and that all Bridge Notes validly tendered will be accepted for payment; (2) the purchase price Change of Control Purchase Price and the purchase date (the "Offer Payment Date")date, which shall be no earlier than 30 days nor later than 40 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date"); (3) that any Bridge Note not tendered will continue to accrue interest; (4) that any Bridge Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Change of Control Payment Date unless the Company Borrowers shall default in the payment of the repurchase price Change of the NotesControl Purchase Price with respect to Bridge Notes tendered for purchase; (5) that if a Lender elects to have a Bridge Note purchased pursuant to the Change of Control Offer it will be required to surrender the Bridge Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Bridge Note completed, to the Company Borrowers prior to 5:00 p.m. New York time on the Offer third Business Day prior to the Change of Control Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Bridge Notes such Lender delivered surrendered for purchase, and a statement that such Lender is withdrawing its election to have such Note Bridge Notes (or portions thereof) purchased; and (7) that if Bridge Notes surrendered for purchase are purchased only in part a new Bridge Note of the same type will be issued in principal amount equal to the unpurchased portion of the Bridge Notes surrendered. (dc) On or before the Offer Change of Control Payment Date, the Company Borrowers shall (i) accept for payment Bridge Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price Change of Control Purchase Price of all Bridge Notes to be purchased. The Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the surrendered for purchase price. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes not withdrawn pursuant to an offer hereunder. To the extent the provisions clause (b)(6) of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.2.4(A)

Mandatory Offer to Purchase Notes. (a) Upon the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Lenders shall have the right to require the repurchase of all of the Notes pursuant to an offer to purchase (the "Change of Control Offer") at a purchase price equal to 100101.5% of the aggregate principal amount thereof plus accrued interest thereon to the date of repurchase. Prior to the mailing of the notice to the Agent provided for in paragraphs (b) and (c) below but in any event within 30 days following any Change of Control, the Company hereby covenants to (i) repay in full all Indebtedness under the Senior Credit Facility or to offer to repay in full all such Indebtedness and to repay the Indebtedness of each lender under the Senior Credit Facility who has accepted such offer or (ii) obtain the requisite consents under the Senior Credit Facility to permit the payment of the Notes as provided for in paragraph (d) below. The Company shall first comply with the covenant in the preceding sentence before it shall be required to pay the Notes pursuant to this Section 2.5A(iv). (b) The notice (referred to in (c) below) to the Agent shall contain all instructions and materials necessary to enable the Lenders to tender Notes. (c) Within 30 days following any Change of Control the Company shall mail a notice to the Agent stating: (1) that the Change of Control Offer is being made pursuant to this Section 2.5(A)(iv) and that all Notes validly tendered will be accepted for payment; (2) the purchase price and the purchase date (the "Offer Payment Date")date, which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailedmailed (the "Offer Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Offer Payment Date unless the Company shall default in the payment of the repurchase price of the Notes; (5) that if a Lender elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company prior to 5:00 p.m. New York time on the Offer Payment Date; (6) that a Lender will be entitled to withdraw its election if the Company receives, not later than 5:00 p.m. New York time on the Business Day preceding the Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the principal amount of Notes such Lender delivered for purchase, and a statement that such Lender is withdrawing its election to have such Note purchased; and (7) that if Notes are purchased only in part a new Note of the same type will be issued in principal amount equal to the unpurchased portion of the Notes surrendered. (d) On or before the Offer Payment Date, the Company shall (i) accept for payment Notes or portions thereof which are to be purchased in accordance with the above, and (ii) deposit at the Payment Office U.S. Legal Tender sufficient to pay the purchase price of all Notes to be purchased. The Agent shall promptly mail to the Lenders whose Notes are so accepted payment in an amount equal to the purchase priceprice unless such payment is prohibited pursuant to Section 8 hereof or otherwise. (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.