Common use of Notice and Offer Clause in Contracts

Notice and Offer. In the event that the Company or any Subsidiary prepay any of the outstanding term loans under Section 2.05(c) of the Bank Credit Agreement (or any future or successor provision of the Bank Credit Agreement providing for prepayment thereof on substantially similar terms and conditions), the Company will, prior to any such prepayment, give written notice thereof to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (“Term Facility Related Prepayment Offer”) to prepay, at the election of each holder, at par (and without any payment of the Make-Whole Amount), a portion of the Notes held by such holder in an amount equal to such holder’s Ratable Amount on a date specified in such notice (the “Term Facility Related Prepayment Date”) that is not less than 20 days and not more than 45 days after the date of such notice, together with interest on the amount to be prepaid accrued to the Term Facility Related Prepayment Date. If the Term Facility Related Prepayment Date shall not be specified in such notice, the Term Facility Related Prepayment Date shall be the 20th day after the date of such notice.

Notice and Offer. In Upon (i) any event or circumstance giving rise to a mandatory prepayment or right to receive mandatory prepayments under any credit agreement, loan agreement, note agreement or similar agreement that is subject to the event that the Company Intercreditor Agreement, or (ii) any Subsidiary prepay any disposition of the outstanding term loans under Section 2.05(c) of the Bank Credit Agreement Orbital Receivables (or any future or successor provision of the Bank Credit Agreement providing for prepayment thereof on substantially similar terms and conditionsa “Mandatory Prepayment Event”), the Company will, prior will offer to any such prepayment, prepay the Notes (the “Prepayment Offer”) and give written notice thereof of such offer to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (“Term Facility Related Prepayment Offer”) to prepay, at the election of each holder, at par (and without any payment of the Make-Whole Amount), a portion of the Notes each Note held by such holder in an amount equal to the Ratable Portion applicable to such holder’s Ratable Amount Note of the amount of net proceeds in respect of such Mandatory Prepayment Event on a date specified in such notice (the “Term Facility Related Proposed Prepayment Date”) that is not less than 20 30 days and not more than 45 60 days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Term Facility Related Proposed Prepayment Date. If the Term Facility Related Proposed Prepayment Date shall not be specified in such notice, the Term Facility Related Proposed Prepayment Date shall be the 20th Business Day that falls on or next following the 40th day after the date of such notice.