Common use of Mandatory Offers Clause in Contracts

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part.

Mandatory Offers. (a) Within 30 days 10 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or Asset Sale Trigger any Excess Proceeds Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at containing all instructions and materials necessary to enable such Holders to tender Senior Discount Notes pursuant to the Company's expense) a notice Offer and stating: (1i) that an Offer is being made pursuant to Section 4.15 7.12, 7.13 or 4.167.18, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Senior Discount Notes that the Company is offering required to purchase pursuant to such Offer; (2ii) the purchase price for the Senior Discount Notes (as set forth in Section 4.15 7.12, 7.13 or 4.167.18, as the case may be), the amount (if any) of accrued and unpaid interest on such Senior Discount Notes as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any Senior Discount Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4iv) that, unless the Company defaults in making such paymentthe payment of the purchase price on the Purchase Date, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest after on such Senior Discount Notes on the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6v) that Holders electing to tender any Senior Discount Note or portion thereof will be required to surrender their Senior Discount Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Company at the address specified in the notice at least three days Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to -------- tender only a portion of any Senior Discount Note must tender a principal amount of $1,000 or integral multiples thereof; (7vi) that Holders will be entitled to withdraw their election to tender Senior Discount Notes if the Company, the Depositary or the Paying Agent, as the case may be, Company receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Discount Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Discount Notes purchased; and (8) vii) that Holders whose Senior Discount Notes are accepted for payment in part will be issued new Senior Discount Notes equal in principal amount to the unpurchased portion of Senior Discount Notes surrendered, provided that only Senior Discount Notes in a -------- principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date, any Asset Sale Trigger Date or Asset Sale the Mandatory Repurchase Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer to repurchase Notes is being made pursuant to Section 4.15 4.15, 4.16 or 4.164.17, as the case may be, and describing the transaction or transactions that constitute the change Change of control Control, Asset Sale or Asset Salefailure to expend the net proceeds of the offering of the Notes made pursuant to the Offering Memorandum, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 4.15, 4.16 or 4.164.17, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided ; PROVIDED that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part.

Mandatory Offers. (a) Within 30 days 10 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or Asset Sale Trigger any Excess Proceeds Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at containing all instructions and materials necessary to enable such Holders to tender Senior Discount Notes pursuant to the Company's expense) a notice Offer and stating: (1i) that an Offer is being made pursuant to Section 4.15 7.12, 7.13 or 4.167.18, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Senior Discount Notes that the Company is offering required to purchase pursuant to such Offer; (2ii) the purchase price for the Senior Discount Notes (as set forth in Section 4.15 7.12, 7.13 or 4.167.18, as the case may be), the amount (if any) of accrued and unpaid interest on such Senior Discount Notes as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any Senior Discount Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4iv) that, unless the Company defaults in making such paymentthe payment of the purchase price on the Purchase Date, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest after on such Senior Discount Notes on the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6v) that Holders electing to tender any Senior Discount Note or portion thereof will be required to surrender their Senior Discount Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Company at the address specified in the notice at least three days Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, provided that -------- Holders electing to tender only a portion of any Senior Discount Note must tender a principal amount of $1,000 or integral multiples thereof; (7vi) that Holders will be entitled to withdraw their election to tender Senior Discount Notes if the Company, the Depositary or the Paying Agent, as the case may be, Company receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Discount Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Discount Notes purchased; and (8) vii) that Holders whose Senior Discount Notes are accepted for payment in part will be issued new Senior Discount Notes equal in principal amount to the unpurchased portion of Senior Discount Notes surrendered, provided that only Senior -------- Discount Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 4.13 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale4.14, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the 39 45 purchase price for the Notes (as set forth in Section 4.15 4.13 or 4.164.14, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part; and (9) in the case of an Asset Sale, that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, the Company will select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased).

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company Parent shall mail to the Trustee (who shall mail to each Holder at the CompanyParent's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 4.12 or 4.164.13, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes Exchange Debentures that the Company Parent is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes Exchange Debentures (as set forth in Section 4.15 4.12 or 4.164.13, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes Exchange Debentures as of the Purchase Date, and the Purchase Date; (3) that any Note Exchange Debenture not accepted for payment will continue to accrue interest; (4) that, unless the Company Parent defaults in making such payment, any Note Exchange Debenture accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes Exchange Debentures registered in the name of such Holder and that any portion of a Note an Exchange Debenture tendered must be tendered in a principal amount of $1,000 10,000 or an integral multiple thereof; (6) that Holders electing to tender any Note Exchange Debenture or portion thereof will be required to surrender their NoteExchange Debenture, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the CompanyParent, a Depositary, if appointed by the CompanyParent, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes Exchange Debentures if the CompanyParent, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Exchange Debentures delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Exchange Debentures purchased; and (8) that Holders whose Notes Exchange Debentures are accepted for payment in part will be issued new Notes Exchange Debentures equal in principal amount to the unpurchased portion of Notes Exchange Debentures surrendered, provided that only Notes Exchange Debentures in a principal amount of $1,000 10,000 or integral multiples thereof will be accepted for payment in part.

Mandatory Offers. (a) Within 30 days 10 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or Asset Sale Trigger any Excess Proceeds Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at containing all instructions and materials necessary to enable such Holders to tender New Notes pursuant to the Company's expense) a notice Offer and stating: (1i) that an Offer is being made pursuant to Section 4.15 7.12, or 4.167.13, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of New Notes that the Company is offering required to purchase pursuant to such Offer; (2ii) the purchase price for the New Notes (as set forth in Section 4.15 7.12 or 4.167.13, as the case may be), the amount (if any) of accrued and unpaid interest on such New Notes as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any New Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4iv) that, unless the Company defaults in making such paymentthe payment of the purchase price on the Purchase Date, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest after on such New Notes on the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6v) that Holders electing to tender any New Note or portion thereof will be required to surrender their New Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Company at the address specified in the notice at least three days Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any New Note must tender a principal amount of $1,000 or integral multiples thereof; (7vi) that Holders will be entitled to withdraw their election to tender New Notes if the Company, the Depositary or the Paying Agent, as the case may be, Company receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of New Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note New Notes purchased; and (8) vii) that Holders whose New Notes are accepted for payment in part will be issued new New Notes equal in principal amount to the unpurchased portion of New Notes surrendered, provided PROVIDED that only New Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 days 10 Business Days after any Change of Control Trigger Date or Asset Sale any Repayment Trigger Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at containing all instructions and materials necessary to enable such Holders to tender Senior Discount Notes pursuant to the Company's expense) a notice Offer and stating: (1i) that an Offer is being made pursuant to Section 4.15 7.12 or 4.167.13, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Senior Discount Notes that the Company is offering required to purchase pursuant to such Offer; (2ii) the purchase price for the Senior Discount Notes (as set forth in Section 4.15 7.12 or 4.167.13, as the case may be), the amount (if any) of accrued and unpaid interest on such Senior Discount Notes as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any Senior Discount Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4iv) that, unless except to the extent the Company defaults in making such paymentthe payment of the purchase price the Purchase Date with respect to any Senior Discount Notes tendered, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest after on the relevant Purchase DateDate with respect to all Senior Discount Notes tendered in connection with such Offer; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6v) that Holders electing to tender any Senior Discount Note or portion thereof will be required to surrender their Senior Discount Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Company at the address specified in the notice at least three days Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Senior Discount Note must tender a principal amount of $1,000 or integral multiples thereof; (7vi) that Holders will be entitled to withdraw their election to tender Senior Discount Notes if the Company, the Depositary or the Paying Agent, as the case may be, Company receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Discount Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Discount Notes purchased; and (8) vii) that Holders whose Senior Discount Notes are accepted for payment in part will be issued new Senior Discount Notes equal in principal amount to the unpurchased portion of Senior Discount Notes surrendered, provided PROVIDED that only Senior Discount Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date If required by Section 4.15 or Asset Sale Trigger Date4.16, the Company shall will mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change Change of control Control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest and Additional Interest, if any, on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a DepositaryDepository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary Depository or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part.

Mandatory Offers. (a) Within 30 60 days after any Change of Control Trigger Date Date, or within 10 Business Days after any Asset Sale Trigger Date, the Company Citicasters shall mail to the Trustee (who shall mail a notice to each Holder at (with a copy to the Company's expenseTrustee) a notice containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and stating: (1) that an Offer is being made pursuant to Section 4.15 a Change of Control Offer or 4.16pursuant to the definition of Citicasters Securities Asset Sale Offer, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Notes Citicasters Securities that the Company Citicasters is offering required to purchase pursuant to such Offer; Offer (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be)Citicasters Securities, the amount (if any) of accrued and unpaid interest on such Notes Citicasters Securities as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Company defaults in making such Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest on such Citicasters Securities after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the a form therein entitled "Option of Holder to Elect PurchasePur- Annex - 25 chase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (76) that Holders will be entitled to withdraw their election to tender Notes Citicasters Securities if the Company, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Citicasters Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) 7) that Holders whose Notes Citicasters Securities are accepted for payment in part will be issued new Notes Citicasters Securities equal in principal amount to the unpurchased portion of Notes Citicasters Securities surrendered, provided PROVIDED that only Notes Citicasters Securities in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 60 days after any Change of Control Trigger Date Date, or within 10 Business Days after any Asset Sale Trigger Date, the Company Citicasters shall mail to the Trustee (who shall mail a notice to each Holder at (with a copy to the Company's expenseTrustee) a notice containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and stating: (1) that an Offer is being made pursuant to Section 4.15 a Change of Control Offer or 4.16pursuant to the definition of Citicasters Securities Asset Sale Offer, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and Annex - 30 the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Notes Citicasters Securities that the Company Citicasters is offering required to purchase pursuant to such Offer; Offer (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be)Citicasters Securities, the amount (if any) of accrued and unpaid interest on such Notes Citicasters Securities as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Company defaults in making such Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest on such Citicasters Securities after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (76) that Holders will be entitled to withdraw their election to tender Notes Citicasters Securities if the Company, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Citicasters Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) 7) that Holders whose Notes Citicasters Securities are accepted for payment in part will be issued new Notes Citicasters Securities equal in principal amount to the unpurchased portion of Notes Citicasters Securities surrendered, provided PROVIDED that only Notes Citicasters Securities in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date If required by Section 4.15 or Asset Sale Trigger Date4.16, the Company shall will mail to the Trustee (who shall mail to each Holder at the Company's ’s expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change Change of control Control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest and Additional Interest, if any, on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "“Option of Holder to Elect Purchase" ” completed, or transfer by book-entry transfer, to the Company, a DepositaryDepository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary Depository or the Paying Agent, as the case may be, receives, not later than the close of business on -38- 44 the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part.

Mandatory Offers. (a) Within 30 60 days after any Change of Control Trigger Date Date, or within 10 Business Days after any Asset Sale Trigger Date, the Company Citicasters shall mail to the Trustee (who shall mail a notice to each Holder at (with a copy to the Company's expenseTrustee) a notice containing all instructions and materials necessary to enable such Holders to tender 1994 9 3/4% Notes pursuant to the Offer and stating: (1) that an Offer is being made pursuant to Section 4.15 a Change of Control Offer or 4.16pursuant to the definition of 1994 9 3/4% Note Asset Sale Offer, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of 1994 9 3/4% Notes that the Company Citicasters is offering required to purchase pursuant to such Offer; Offer (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be)1994 9 3/4% Notes, the amount (if any) of accrued and unpaid interest on such 1994 9 3/4% Notes as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Company defaults in making such Paying Agent on the Purchase Date an amount sufficient to purchase all 1994 9 3/4% Notes accepted for payment, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest on such 1994 9 3/4% Notes after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (76) that Holders will be entitled to withdraw their election to tender 1994 9 3/4% Notes if the Company, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of 1994 9 3/4% Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) 7) that Holders whose 1994 9 3/4% Notes are accepted for payment in part will be issued new 1994 9 3/4% Notes equal in principal amount to the unpurchased portion of 1994 9 3/4% Notes surrendered, provided PROVIDED that only 1994 9 3/4% Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in partpart and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.

Mandatory Offers. (a) Within 30 days 15 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or Asset Sale Trigger any Excess Proceeds Date, the Company shall mail to the Trustee (who shall mail a notice to each Holder at containing all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Company's expense) a notice Offer and stating: (1i) that an Offer is being made pursuant to Section 4.15 7.12 or 4.167.13, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open open, and the maximum aggregate principal amount of Senior Notes that the Company is offering required to purchase pursuant to such Offer; (2ii) the purchase price for the Senior Notes (as set forth in Section 4.15 7.12 or 4.167.13, as the case may be), the amount (if any) of accrued and unpaid interest on such Senior Notes as of the Purchase Datepurchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3iii) that any Senior Note not accepted for payment tendered will continue to accrue interestinterest if interest is then accruing; (4iv) that, unless the Company defaults in making such paymentthe payment of the purchase price on the Purchase Date, any Note accepted for payment pursuant to the Offer will interest shall cease to accrue interest after on such Senior Notes on the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with the a form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent Company at the address specified in the notice at least three days Section 14.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, provided that Holders electing to tender only a -------- portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (7vi) that Holders will be entitled to withdraw their election to tender Senior Notes if the Company, the Depositary or the Paying Agent, as the case may be, Company receives, not later than the close of business on -38- 44 the last day of second Business Day preceding the relevant Offer PeriodPurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Notes purchased; and (8) vii) that Holders whose Senior Notes are accepted for payment in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of Senior Notes surrendered, provided that only Senior Notes in a principal amount of $1,000 or -------- integral multiples thereof will be accepted for payment in partpart and (viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.