Common use of Offer to Repurchase Notes Upon a Change of Control Clause in Contracts

Offer to Repurchase Notes Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each holder of the Notes will have the right to require the Companies to repurchase all or any portion (equal to $1,000,000 or an integral multiple of $100,000 in excess thereof) of the Notes of such holder pursuant to an offer made in the manner described below (each, a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such repurchase (the “Change of Control Payment”). Within 10 Business Days following any Change of Control, the Company shall deliver a notice, by facsimile confirmed the same day by overnight courier service, to each holder of the Notes stating: (i) that the Change of Control Offer is being made pursuant to this Section 7.2 and that all Notes tendered shall be accepted for repurchase; (ii) the parties and the events or circumstances giving rise to the Change of Control for which such Change of Control Offer is being made, in reasonable detail; (iii) the repurchase price for the Note or Notes of such holder and the Change of Control Repurchase Date therefor; (iv) that any Note not tendered for repurchase shall continue to accrue interest in accordance with the terms thereof; (v) that, unless the Companies default in the payment of the Change of Control Payment, all Notes accepted for repurchase pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Repurchase Date; and (vi) that holders whose Notes are being tendered for repurchase only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The Companies 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 repurchase of the Notes as a result of a Change of Control. Any holder of the Notes that elects to have all or a portion of its Notes repurchased as part of the Change of Control Offer shall deliver notice to the Company of its election at least five Business Days prior to the scheduled Change of Control Repurchase Date. Any holder of a Note that does not deliver to the Companies notice accepting the Change of Control Offer at least five Business Days prior to the Change of Control Repurchase Date shall be deemed to have rejected such Change of Control Offer. Notwithstanding the foregoing provisions of this subsection (a), the failure of the Companies to deliver the notice referred to in the second sentence of this subsection (a) to any holder of the Notes shall not affect or impair the obligation of the Companies to purchase any Note from such holder on the applicable Change of Control Repurchase Date. (b) On a date that is no earlier than 30 days nor later than 60 days from the date that the Companies deliver or cause to be delivered notice of the Change of Control to the holders or, if the Companies fail to deliver such notice or cause such notice to be delivered, on the date that is 30 days after the occurrence of such Change of Control (the “Change of Control Repurchase Date”), the Companies (i) shall, to the extent lawful, accept for repurchase all Notes or portions thereof properly tendered in response to the Change of Control Offer, (ii) shall pay to each of the holders of the Notes so accepted the Change of Control Payment for its Notes and (iii) shall deliver to each holder of Notes that only tendered a portion of its Notes new Notes equal in aggregate principal amount to the unpurchased portion of the Notes surrendered, if any, by such holder. (c) Notwithstanding the foregoing, the Companies will not be required to make a Change of Control Offer to the extent such action is prohibited or otherwise restricted by the Senior Financing Agreement or the Senior Subordinated Indebtedness Agreement.

Offer to Repurchase Notes Upon a Change of Control. (a) Upon Promptly and -------------------------------------------------- in any event within ten Business Days after the occurrence of a any Change of Control, the Issuers shall give written notice of such transaction or event to each holder Holder, which notice shall state the date of such Change of Control, shall describe such Change of Control in reasonable detail and shall contain an offer to prepay all Notes at the price specified below on the date therein specified (the "CHANGE OF CONTROL PREPAYMENT DATE"), which shall be a Business Day not less than 20 nor more than 30 Business Days after the date of such notice. Each Holder shall have the option to sell to the Issuers, and the Issuers hereby jointly and severally agree to repurchase as provided herein, any or all of the Notes will have the right to require the Companies to repurchase all or any portion (equal to $1,000,000 or an integral multiple of $100,000 in excess thereof) of the Notes of then owned by such holder pursuant to an offer made in the manner described below (each, a “Change of Control Offer”)Holder, at a purchase price in cash equal to 101% of the aggregate unpaid principal amount thereof, plus together with accrued interest thereon to and unpaid interest thereon, if any, to the date of such repurchase (the “Change of Control Payment”). Within 10 Business Days following any Change of Control, the Company shall deliver a notice, by facsimile confirmed the same day by overnight courier service, to each holder of the Notes stating: (i) that including the Change of Control Offer is being made pursuant to this Section 7.2 and that all Notes tendered shall Prepayment Date. Such option may be accepted for repurchase; (ii) the parties and the events or circumstances giving rise to the Change of Control for which such Change of Control Offer is being made, in reasonable detail; (iii) the repurchase price for the Note or Notes of such holder and the Change of Control Repurchase Date therefor; (iv) that any Note not tendered for repurchase shall continue to accrue interest in accordance with the terms thereof; (v) that, unless the Companies default in the payment of the Change of Control Payment, all Notes accepted for repurchase pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Repurchase Date; and (vi) that holders whose Notes are being tendered for repurchase only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The Companies 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 repurchase of the Notes as a result of a Change of Control. Any holder of the Notes that elects to have all or a portion of its Notes repurchased as part of the Change of Control Offer shall deliver exercised by each Holder by written notice to the Company of its election at least five Business Days prior to the scheduled Change of Control Repurchase Date. Any holder of a Note that does Issuers given not deliver to the Companies notice accepting the Change of Control Offer at least five Business Days later than 10 days prior to the Change of Control Repurchase Date shall be deemed Prepayment Date, specifying the aggregate principal amount of Notes which such Holder intends to have rejected such Change of Control Offersell to the Issuers. Notwithstanding the foregoing provisions of this subsection (a), the failure of the Companies to deliver the notice referred to in the second sentence of this subsection (a) to any holder of the Notes shall not affect or impair the obligation of the Companies to purchase any Note from such holder on the applicable Change of Control Repurchase Date. (b) On a date that is no earlier than 30 days nor later than 60 days from the date that the Companies deliver or cause to be delivered notice of the Change of Control Prepayment Date, each Holder which has accepted the Issuers' offer to the holders or, if the Companies fail to deliver such notice or cause such notice to be delivered, on the date that is 30 days after the occurrence of such Change of Control (the “Change of Control Repurchase Date”), the Companies (i) shall, to the extent lawful, accept for repurchase all Notes or portions thereof properly tendered in response to the Change of Control Offer, (ii) shall pay to each of the holders of the Notes so accepted the Change of Control Payment for its Notes and (iii) shall deliver to each holder of the Issuers the Notes that only tendered a portion of its Notes new Notes equal to be repurchased hereunder on such date against payment by the Issuers in aggregate principal amount to the unpurchased portion full in immediately available funds of the Notes surrendered, if any, by such holderpurchase price therefor specified herein. (c) Notwithstanding the foregoing, the Companies will not be required to make a Change of Control Offer to the extent such action is prohibited or otherwise restricted by the Senior Financing Agreement or the Senior Subordinated Indebtedness Agreement.

Offer to Repurchase Notes Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each holder of the Notes will have the right to require the Companies to repurchase all or any portion (equal to $1,000,000 or an integral multiple of $100,000 in excess thereof) of the Notes of such holder pursuant to an offer made in the manner described below (each, a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such repurchase (the “Change of Control Payment”). Within 10 Business Days following any Change of Control, the Company shall deliver a notice, by facsimile confirmed the same day by overnight courier service, to each holder of the Notes stating: (i) that the Change of Control Offer is being made pursuant to this Section 7.2 and that all Notes tendered shall be accepted for repurchase; (ii) the parties and the events or circumstances giving rise to the Change of Control for which such Change of Control Offer is being made, in reasonable detail; (iii) the repurchase price for the Note or Notes of such holder and the Change of Control Repurchase Date therefor; (iv) that any Note not tendered for repurchase shall continue to accrue interest in accordance with the terms thereof; (v) that, unless the Companies default in the payment of the Change of Control Payment, all Notes accepted for repurchase pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Repurchase Date; and (vi) that holders whose Notes are being tendered for repurchase only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The Companies 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 repurchase of the Notes as a result of a Change of Control. Any holder of the Notes that elects to have all or a portion of its Notes repurchased as part of the Change of Control Offer shall deliver notice to the Company of its election at least five Business Days prior to the scheduled Change of Control Repurchase Date. Any holder of a Note that does not deliver to the Companies notice accepting the Change of Control Offer at least five Business Days prior to the Change of Control Repurchase Date shall be deemed to have rejected such Change of Control Offer. Notwithstanding the foregoing provisions of this subsection (a), the failure of the Companies to deliver the notice referred to in the second sentence of this subsection (a) to any holder of the Notes shall not affect or impair the obligation of the Companies to purchase any Note from such holder on the applicable Change of Control Repurchase Date. (b) On a date that is no earlier than 30 days nor later than 60 days from the date that the Companies deliver or cause to be delivered notice of the Change of Control to the holders or, if the Companies fail to deliver such notice or cause such notice to be delivered, on the date that is 30 days after the occurrence of such Change of Control (the “Change of Control Repurchase Date”), the Companies (i) shall, to the extent lawful, accept for repurchase all Notes or portions thereof properly tendered in response to the Change of Control Offer, (ii) shall pay to each of the holders of the Notes so accepted the Change of Control Payment for its Notes and (iii) shall deliver to each holder of Notes that only tendered a portion of its Notes new Notes equal in aggregate principal amount to the unpurchased portion of the Notes surrendered, if any, by such holder. (c) Notwithstanding the foregoing, the Companies will not be required to make a Change of Control Offer to the extent if such action is prohibited or otherwise restricted by the Senior Financing Agreement or the Senior Subordinated Indebtedness Agreement.

Offer to Repurchase Notes Upon a Change of Control. (a) Upon the occurrence of a Change of Control, each holder of the Notes will have the right to require the Companies Company to repurchase all or any portion (equal to $1,000,000 or an integral multiple of $100,000 in excess thereof) of the Notes of such holder pursuant to an offer made in the manner described below (each, a “Change of Control Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such repurchase (the “Change of Control Payment”). Within 10 Business Days following any Change of Control, the Company shall deliver a notice, by facsimile confirmed the same day by overnight courier service, to each holder of the Notes stating: (i) that the Change of Control Offer is being made pursuant to this Section 7.2 and that all Notes tendered shall be accepted for repurchase; (ii) the parties and the events or circumstances giving rise to the Change of Control for which such Change of Control Offer is being made, in reasonable detail; (iii) the repurchase price for the Note or Notes of such holder and the Change of Control Repurchase Date therefor; (iv) that any Note not tendered for repurchase shall continue to accrue interest in accordance with the terms thereof; (v) that, unless the Companies default Company defaults in the payment of the Change of Control Payment, all Notes accepted for repurchase pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Repurchase Date; and (vi) that holders whose Notes are being tendered for repurchase only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The Companies 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 repurchase of the Notes as a result of a Change of Control. Any holder of the Notes that elects to have all or a portion of its Notes repurchased as part of the Change of Control Offer shall deliver notice to the Company of its election at least five Business Days prior to the scheduled Change of Control Repurchase Date. Any holder of a Note that does not deliver to the Companies Company notice accepting the Change of Control Offer at least five Business Days prior to the Change of Control Repurchase Date shall be deemed to have rejected such Change of Control Offer. Notwithstanding the foregoing provisions of this subsection (a), the failure of the Companies Company to deliver the notice referred to in the second sentence of this subsection (a) to any holder of the Notes shall not affect or impair the obligation of the Companies Company to purchase any Note from such holder on the applicable Change of Control Repurchase Date. (b) On a date that is no earlier than 30 days nor later than 60 days from the date that the Companies deliver Company delivers or cause causes to be delivered notice of the Change of Control to the holders or, if the Companies fail Company fails to deliver such notice or cause such notice to be delivered, on the date that is 30 days after the occurrence of such Change of Control (the “Change of Control Repurchase Date”), the Companies Company (i) shall, to the extent lawful, accept for repurchase all Notes or portions thereof properly tendered in response to the Change of Control Offer, (ii) shall pay to each of the holders of the Notes so accepted the Change of Control Payment for its Notes and (iii) shall deliver to each holder of Notes that only tendered a portion of its Notes new Notes equal in aggregate principal amount to the unpurchased portion of the Notes surrendered, if any, by such holder. (c) Notwithstanding the foregoing, the Companies Company will not be required to make a Change of Control Offer to the extent if such action is prohibited or otherwise restricted by the Senior Financing Agreement or the Senior Subordinated Indebtedness Agreement.