Common use of Purchase Offer Clause in Contracts

Purchase Offer. The Company shall make an offer to Securityholders to purchase (the "Purchase Offer") on June 1 in each of the years 1999 and 2000 (each date, a "Purchase Date") 50% of the originally issued principal amount of the Securities at a purchase price (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 or June 6, 2000, respectively (the "Funding Date"). Except as otherwise provided in this Section 3.09, the Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on the Purchase Date and no longer, except to the extent that a longer period is required by applicable law . Holders may tender Securities pursuant to the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and the applicable Purchase Date. On the applicable Purchase Date, the Company shall accept for purchase the principal amount required to be purchased pursuant to this Section 3.09 (the "Purchase Offer Amount") of Securities tendered or, if less than the Purchase Offer Amount has been tendered, all Securities tendered pursuant to the Purchase Offer. The Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee, between March 2 and May 12 of the applicable year. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Purchase Offer. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that the Purchase Offer is being made pursuant to Section 3.09; (2) the Purchase Offer Amount, the formula for calculating the Purchase Price and the Purchase Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Purchase Offer shall cease to accrue interest on and after the Funding Date, unless the Company defaults in making payment on the Funding Date as herein provided; (5) that Holders electing to have a Security purchased pursuant to any Purchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Company, the Depositary, or a Paying Agent at the address specified in the notice on or before the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or Paying Agent, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time on the Purchase Date (or such later date as shall be acceptable to the Company in its sole discretion), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (7) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On the Purchase Date, the Company shall, to the extent lawful, accept for payment, the Purchase Offer Amount of Securities or portions thereof tendered pursuant to the Purchase Offer, or if less than the Purchase Offer Amount has been tendered, all Securities or portions thereof tendered, and deliver to the Trustee on the day following the Purchase Date an Officers' Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding Date, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to the Purchase Price of the Securities being purchased. The Trustee or Paying Agent, as the case may be, shall promptly deliver to each tendering Holder an amount equal to the Purchase Price of the Security tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Security, and the Trustee shall authenticate and mail or deliver such new Security to such Holder equal in principal amount to any unpurchased portion of the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by the Company to the Trustee for delivery by the Trustee to the Holder thereof. The Company shall comply with 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 the event that the Company is required to offer to purchase Securities pursuant to this Section 3.09.

Purchase Offer. The (a) In the event that, pursuant to 4.07 hereof, the Company shall make commence an offer to Securityholders all Holders of the Notes to purchase Notes (the "Purchase Offer") on June 1 in each of the years 1999 and 2000 (each date, a "Purchase Date") 50% of the originally issued principal amount of the Securities at a purchase price (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 or June 6, 2000, respectively (the "Funding DatePURCHASE OFFER"). Except as otherwise provided , the Company shall follow the procedures in this Section 3.09, the Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. . (b) The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on remain open for a period specified by the Purchase Date Company which shall be no less than 30 calendar days and no longermore than 40 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Holders may tender Securities pursuant to Upon the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and expiration of the applicable Purchase Date. On Tender Period (the applicable Purchase Date"PURCHASE DATE"), the Company shall accept for purchase the principal amount of all of the Notes required to be purchased pursuant to this Section 3.09 4.07 hereof (the "Purchase Offer AmountOFFER AMOUNT"). (c) of Securities tendered or, if less than If the Purchase Offer Amount has been tenderedDate is on or after an interest payment record date and on or before the related interest payment date, all Securities tendered any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer. . (d) The Company shall provide the Trustee with notice of the Purchase Offer at least 10 days before the Commencement Date. (e) On or before the Commencement Date, the Company or the Trustee (at the expense of the Company) shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee, between March 2 and May 12 of the applicable year. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Purchase Offer. The notice, which shall govern the terms of the Purchase Offer, Offer and shall state: (1i) that the Purchase Offer is being made pursuant to this Section 3.093.09 and Section 4.07 hereof and the length of time the Purchase Offer will remain open; (2ii) the Purchase Offer Amount, the formula for calculating the Purchase Price purchase price (as determined in accordance with Section 4.07 hereof) and the Purchase Date, and that all Notes tendered will be accepted for payment; (3iii) that any Security Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (4iv) that that, unless the Company defaults in the payment of the purchase price, any Security Note or portion thereof accepted for payment pursuant to the Purchase Offer shall will cease to accrue interest on and after the Funding Purchase Date, unless the Company defaults in making payment on the Funding Date as herein provided; (5v) that Holders electing to have a Security Note or portion thereof purchased pursuant to any Purchase Offer will be required to surrender the SecurityNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security Note completed, to the Company, the Depositary, or a Paying Agent at the address specified in the notice prior to the close of business on or before the third Business Day preceding the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or Paying Agent, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time on the Purchase Date (or such later date as shall be acceptable to the Company in its sole discretion), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (7) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On the Purchase Date, the Company shall, to the extent lawful, accept for payment, the Purchase Offer Amount of Securities or portions thereof tendered pursuant to the Purchase Offer, or if less than the Purchase Offer Amount has been tendered, all Securities or portions thereof tendered, and deliver to the Trustee on the day following the Purchase Date an Officers' Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding Date, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to the Purchase Price of the Securities being purchased. The Trustee or Paying Agent, as the case may be, shall promptly deliver to each tendering Holder an amount equal to the Purchase Price of the Security tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Security, and the Trustee shall authenticate and mail or deliver such new Security to such Holder equal in principal amount to any unpurchased portion of the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by the Company to the Trustee for delivery by the Trustee to the Holder thereof. The Company shall comply with 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 the event that the Company is required to offer to purchase Securities pursuant to this Section 3.09.

Purchase Offer. The (a) In the event that, pursuant to Section 6.02 hereof, the Company shall make commence an offer to Securityholders all Holders of the Notes to purchase Notes (the "Purchase Offer") on June 1 in each of the years 1999 and 2000 (each date, a "Purchase Date") 50% of the originally issued principal amount of the Securities at a purchase price (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 or June 6, 2000, respectively (the "Funding DatePURCHASE OFFER"). Except as otherwise provided , the Company shall follow the procedures in this Section 3.09, the Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. . (b) The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on remain open for a period specified by the Purchase Date Company which shall be no less than 30 calendar days and no longermore than 45 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 6.02 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Holders may tender Securities pursuant to Upon the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and expiration of the applicable Purchase Date. On Tender Period (the applicable Purchase Date"PURCHASE DATE"), the Company shall accept for purchase the principal amount of all of the Notes required to be purchased pursuant to this Section 3.09 6.02 hereof (the "Purchase Offer AmountOFFER AMOUNT"). (c) of Securities tendered or, if less than If the Purchase Offer Amount has been tenderedDate is on or after an interest payment record date and on or before the related interest payment date, all Securities tendered any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer. . (d) The Company shall provide the Trustee with written notice of the Purchase Offer at least 10 days before the Commencement Date. (e) On or before the 30th day after a Change in Control occurs, the Company or the Trustee (at the written request and expense of the Company, the Company having provided to the Trustee the requisite information therefor) shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee, between March 2 and May 12 of the applicable year. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Purchase Offer. The notice, which shall govern the terms of the Purchase Offer, Offer and shall state: (1i) that the Purchase Offer is being made pursuant to this Section 3.093.09 and Section 6.02 hereof, that all Notes validly tendered will be accepted for payment and the length of time the Purchase Offer will remain open; (2ii) the Purchase Offer Amount, the formula for calculating the Purchase Price purchase price (as determined in accordance with Section 6.02 hereof) and the Purchase Date, and that all Notes validly tendered will be accepted for payment; (3iii) that any Security Note or portion thereof not validly tendered or accepted for payment will continue to accrue interest; (4iv) that that, unless the Company defaults in the payment of the purchase price, any Security Note or portion thereof accepted for payment pursuant to the Purchase Offer shall will cease to accrue interest on and after the Funding Purchase Date, unless the Company defaults in making payment on the Funding Date as herein provided; (5v) that Holders electing to have a Security Note or portion thereof purchased pursuant to any Purchase Offer will be required to surrender the SecurityNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security Note completed, to the Company, a depositary, if appointed by the DepositaryCompany, or a Paying Agent at the address specified in the notice prior to the close of business on or before the third Business Day preceding the Purchase Date; (6vi) that Holders will be entitled to withdraw their election if the Company, the Depositary depositary or Paying Agent, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time the close of business on the second Business Day preceding the Purchase Date (Date, or such later date longer period as shall may be acceptable to the Company in its sole discretion)required by law, a letter or a telegram, telex, telex or facsimile transmission or letter (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Security Note or portion thereof the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security Note or portion thereof purchased; (7vii) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Securities Notes were purchased only in part will be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered, which unpurchased portion must be equal to $1,000 or an integral multiple thereof in principal amount, and (viii) the "CUSIP" number of the Notes to be purchased. (f) On or prior to 1:00 pm (Boston time) on the Purchase Date, the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the terms of this Section 3.09. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, payment the Purchase Offer Amount of Securities Notes or portions thereof properly tendered pursuant to the Purchase Offer, (ii) deliver or if less than cause the Purchase Offer Amount has been tendered, all Securities Depositary or portions thereof tendered, and Paying Agent to deliver to the Trustee on Notes so accepted and (iii) deliver to the day following the Purchase Date Trustee an Officers' Certificate stating that such Securities Notes or portions thereof were have been accepted for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding DateThe Depositary, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to or the Purchase Price of the Securities being purchased. The Trustee or Paying AgentCompany, as the case may be, shall promptly (but in any case not later than ten (10) calendar days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the Purchase Price purchase price of the Security Notes tendered by such Holder and accepted by the Company for purchase, and the Company Trustee shall promptly issue a new Security, and the Trustee shall authenticate and mail or deliver such new Security to such Holder Holders a new Note equal in principal amount to any unpurchased portion of the Security Note surrendered, provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Security Notes not so accepted shall be promptly mailed or delivered by or on behalf of the Company to the Trustee for delivery by the Trustee to the Holder thereof. The Company will publicly announce in a newspaper of general circulation the results of the Purchase Offer on or as soon as practicable after the Purchase Date. The Purchase Offer shall comply be made by the Company in compliance with Rule 14e-1 all applicable provisions of the Exchange Act, and all applicable tender offer rules promulgated thereunder, and shall include all instructions and materials necessary to enable such Holders to tender their Notes. The Company's obligation to make a Purchase Offer will be satisfied if a third party makes the Purchase Offer in the manner and at the times and otherwise in compliance in all material respects with the requirements applicable to a Purchase Offer made by us and purchases all Notes properly tendered and not withdrawn under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to offer to purchase Securities pursuant to this Section 3.09Purchase Offer.

Purchase Offer. The Company (a) If the Corporation shall make an elect not to make, or shall fail to make, the Change of Control Offer following the occurrence of a Change of Control pursuant to paragraph 11 hereof within the 20-day period specified therein, then in addition to the redemption rights that the Corporation may exercise pursuant to paragraph 6 hereof after November 5, 2004, the Corporation shall also have the right (but not the obligation), at any time and from time to time prior to November 5, 2004, to offer to Securityholders to purchase (the "Purchase Offer") on June 1 in each to repurchase the shares of the years 1999 and 2000 (each date, a "Purchase Date") 50% of the originally issued principal amount of the Securities Series A Preferred Stock at a purchase price per share in cash equal to 101% of the Liquidation Preference of each share of Series A Preferred Stock repurchased, plus 101% of the Special Amount in respect of such share (after giving effect to the Change of Control Payment to the extent that such payment shall not have been made in cash), plus an amount equal to 101% of all dividends and the Additional Amount accrued and unpaid thereon from the last Dividend Payment Date to the date fixed for repurchase (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 or June 6, 2000, respectively (the "Funding DatePayment"). Except as otherwise provided in this Section 3.09If the Corporation elects to make a Purchase Offer, the Purchase Offer Corporation shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on the Purchase Date and no longer, except to the extent that a longer period is required by applicable law . Holders may tender Securities pursuant to the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and the applicable Purchase Date. On the applicable Purchase Date, the Company shall accept for purchase the principal amount required to be purchased pursuant to this Section 3.09 (the "Purchase Offer Amount") of Securities tendered or, if less than the Purchase Offer Amount has been tendered, all Securities tendered pursuant to the Purchase Offer. The Company shall send, by first class mail, mail a notice to each holder of the Holders, shares of Series A Preferred Stock (with a copy to the TrusteeRegistrar) offering to repurchase shares of Series A Preferred Stock on a date specified in such notice (the "Purchase Payment Date"), between March 2 which date shall be no earlier than 90 days and May 12 of no later than 120 days from the applicable year. The date such notice shall contain all instructions and materials necessary to enable such Holders to tender Securities is mailed, pursuant to the Purchase Offerprocedures required by Section 6 and described in such notice. The notice, which Corporation shall govern the terms of the Purchase Offer, shall state: (1) that the Purchase Offer is being made pursuant to Section 3.09; (2) the Purchase Offer Amount, the formula for calculating the Purchase Price and the Purchase Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Purchase Offer shall cease to accrue interest on and after the Funding Date, unless the Company defaults in making payment on the Funding Date as herein provided; (5) that Holders electing to have a Security purchased pursuant to any Purchase Offer will be required to surrender the Security, comply with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Company, the Depositary, or a Paying Agent at the address specified in the notice on or before the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or Paying Agent, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time on the Purchase Date (or such later date as shall be acceptable to the Company in its sole discretion), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (7) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On the Purchase Date, the Company shall, to the extent lawful, accept for payment, the Purchase Offer Amount of Securities or portions thereof tendered pursuant to the Purchase Offer, or if less than the Purchase Offer Amount has been tendered, all Securities or portions thereof tendered, and deliver to the Trustee on the day following the Purchase Date an Officers' Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding Date, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to the Purchase Price of the Securities being purchased. The Trustee or Paying Agent, as the case may be, shall promptly deliver to each tendering Holder an amount equal to the Purchase Price of the Security tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Security, and the Trustee shall authenticate and mail or deliver such new Security to such Holder equal in principal amount to any unpurchased portion of the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by the Company to the Trustee for delivery by the Trustee to the Holder thereof. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicableapplicable in connection with the repurchase of the Series A Preferred Stock hereunder. (b) On the Purchase Payment Date, the Corporation shall, to the extent lawful: (1) accept for payment all shares of Series A Preferred Stock properly tendered pursuant to the Purchase Offer; (2) deposit with the paying agent an amount equal to the Purchase Payment in respect of all shares of Series A Preferred Stock so tendered; and (3) deliver or cause to be delivered to the Registrar all certificates for shares of Series A Preferred Stock so accepted together with an officer's certificate stating the aggregate number of shares being purchased by the Company. (c) The paying agent shall promptly mail to each holder of shares of Series A Preferred Stock so tendered the Purchase Payment for such shares of Series A Preferred Stock, and the Registrar shall promptly authenticate and mail (or cause to be transferred by book entry) to each such holder a new certificate for any shares of Series A Preferred Stock not tendered that are represented by the surrendered certificate. The Corporation shall notify the holders of Series A Preferred Stock the results of the Purchase Offer on or as soon as practicable after the Purchase Payment Date. (d) If a holder of shares of Series A Preferred Stock elects not to, or otherwise fails to, properly tender shares of Series A Preferred Stock into the Purchase Offer, then (i) with respect to each share of Series A Preferred Stock that such holder fails to tender, the Liquidation Preference, the Special Amount and all dividends and the Additional Amount that have accrued thereon or been paid thereon in shares of Series A Preferred Stock from the effective date of any increase in the dividend rate effected pursuant to paragraph 4 (following the failure of the Company to make the Change of Control Offer) through the expiration date of the Purchase Offer made pursuant to paragraph 12 shall be recalculated as if the dividend rate applicable to each share of Series A Preferred Stock for such period had been seven and one-half percent (7.5%); (ii) any dividends and any Additional Amount applicable to periods following the expiration of the Purchase Offer with respect to each such share shall be computed at a rate of seven and one-half percent (7.5%) per annum; (iii) the amount of dividends and the Additional Amount payable for each full Dividend Period for the Series A Preferred Stock applicable to periods following the expiration of the Purchase Offer shall be computed by dividing seven and one-half percent (7.5%) by four (4); and (iv) the special voting provisions provided in paragraph 9(j) shall terminate on the expiration date of the Purchase Offer, in each case subject to reinstatement upon a subsequent Change of Control. Nothing in this paragraph 12(d) shall affect the event that the Company is required to offer to purchase Securities Change of Control Payment received pursuant to this Section 3.09.to

Purchase Offer. The (a) In the event that, pursuant to Section 4.07 hereof, the Company shall make commence an offer to Securityholders all Holders of the Notes to purchase Notes (the "Purchase Offer") on June 1 in each of the years 1999 and 2000 (each date, a "Purchase Date") 50% of the originally issued principal amount of the Securities at a purchase price (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 or June 6, 2000, respectively (the "Funding DatePURCHASE OFFER"). Except as otherwise provided , the Company shall follow the procedures in this Section 3.09, the Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. . (b) The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on remain open for a period specified by the Purchase Date Company which shall be no less than 30 calendar days and no longermore than 40 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Holders may tender Securities pursuant to Upon the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and expiration of the applicable Purchase Date. On Tender Period (the applicable Purchase Date"PURCHASE DATE"), the Company shall accept for purchase the principal amount of all of the Notes required to be purchased pursuant to this Section 3.09 4.07 hereof (the "Purchase Offer AmountOFFER AMOUNT"). (c) of Securities tendered or, if less than If the Purchase Offer Amount has been tenderedDate is on or after an interest payment record date and on or before the related interest payment date, all Securities tendered any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer. . (d) The Company shall provide the Trustee with notice of the Purchase Offer at least 10 days before the Commencement Date. (e) On or before the Commencement Date, the Company or the Trustee (at the expense of the Company) shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee, between March 2 and May 12 of the applicable year. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Purchase Offer. The notice, which shall govern the terms of the Purchase Offer, Offer and shall state: (1i) that the Purchase Offer is being made pursuant to this Section 3.093.09 and Section 4.07 hereof, that all Notes validly tendered will be accepted for payment and the length of time the Purchase Offer will remain open; (2ii) the Purchase Offer Amount, the formula for calculating the Purchase Price purchase price (as determined in accordance with Section 4.07 hereof) and the Purchase Date, and that all Notes tendered will be accepted for payment; (3iii) that any Security Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (4iv) that that, unless the Company defaults in the payment of the purchase price, any Security Note or portion thereof accepted for payment pursuant to the Purchase Offer shall will cease to accrue interest on and after the Funding Purchase Date, unless the Company defaults in making payment on the Funding Date as herein provided; (5v) that Holders electing to have a Security Note or portion thereof purchased pursuant to any Purchase Offer will be required to surrender the SecurityNote, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security Note completed, to the Company, a depositary, if appointed by the DepositaryCompany, or a Paying Agent at the address specified in the notice prior to the close of business on or before the third Business Day preceding the Purchase Date; (6vi) that Holders will be entitled to withdraw their election if the Company, the Depositary depositary or Paying Agent, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time the close of business on the second Business Day preceding the Purchase Date (Date, or such later date longer period as shall may be acceptable to the Company in its sole discretion)required by law, a letter or a telegram, telex, telex or facsimile transmission or letter (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Security Note or portion thereof the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security Note or portion thereof purchased; (7) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) vii) that Holders whose Securities Notes were purchased only in part will be issued new Securities Notes equal in principal amount to the unpurchased portion of the Securities Notes surrendered. (f) On or prior to the Purchase Date, the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the terms of this Section 3.09. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, payment the Purchase Offer Amount of Securities Notes or portions thereof properly tendered pursuant to the Purchase Offer, (ii) deliver or if less than cause the Purchase Offer Amount has been tendered, all Securities depositary or portions thereof tendered, and Paying Agent to deliver to the Trustee on Notes so accepted and (iii) deliver to the day following the Purchase Date Trustee an Officers' Certificate stating that such Securities Notes or portions thereof were have been accepted for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding DateThe Depositary, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to or the Purchase Price of the Securities being purchased. The Trustee or Paying AgentCompany, as the case may be, shall promptly (but in any case not later than ten (10) calendar days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the Purchase Price purchase price of the Security Notes tendered by such Holder and accepted by the Company for purchase, and the Company Trustee shall promptly issue a new Security, and the Trustee shall authenticate and mail or deliver such new Security to such Holder Holders a new Note equal in principal amount to any unpurchased portion of the Security Note surrendered. Any Security Notes not so accepted shall be promptly mailed or delivered by or on behalf of the Company to the Trustee for delivery by the Trustee to the Holder thereof. The Company will publicly announce in a newspaper of general circulation the results of the Purchase Offer on the Purchase Date. (g) The Purchase Offer shall comply be made by the Company in compliance with Rule 14e-1 under all applicable provisions of the Exchange Act Act, and any other securities laws all applicable tender offer rules promulgated thereunder, and regulations thereunder shall include all instructions and materials necessary to the extent enable such laws and regulations are applicable, in the event that the Company is required Holders to offer to purchase Securities pursuant to this Section 3.09tender their Notes.

Purchase Offer. The Company (a) If an Event of Default shall make an offer to Securityholders to purchase (have occurred and be continuing, Owner shall have the "Purchase Offer") on June 1 in each of the years 1999 and 2000 (each dateright, a "Purchase Date") 50% of the originally issued principal amount of the Securities at a purchase price (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereofits sole option, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 then or June 6, 2000, respectively (the "Funding Date"). Except as otherwise provided in this Section 3.09, the Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on the Purchase Date and no longer, except to the extent that a longer period is required by applicable law . Holders may tender Securities pursuant to the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and the applicable Purchase Date. On the applicable Purchase Date, the Company shall accept for purchase the principal amount required to be purchased pursuant to this Section 3.09 (the "Purchase Offer Amount") of Securities tendered or, if less than the Purchase Offer Amount has been tendered, all Securities tendered pursuant to the Purchase Offer. The Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee, between March 2 and May 12 of the applicable year. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Purchase Offer. The notice, which shall govern the terms of the Purchase Offer, shall state: (1) that the Purchase Offer is being made pursuant to Section 3.09; (2) the Purchase Offer Amount, the formula for calculating the Purchase Price and the Purchase Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Purchase Offer shall cease to accrue interest on and after the Funding Date, thereafter unless the Company defaults previously cured in making payment on the Funding Date as herein provided; (5) that Holders electing to have a Security purchased pursuant to any Purchase Offer will be required to surrender the Security, accordance with the form entitled "Option of Holder to Elect Purchase" on Lease or the reverse of the Security completed, to the Company, the Depositary, or a Paying Agent at the address specified in the notice on or before the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or Paying AgentGuaranty, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time on to give notice to Buyer requiring Buyer to make an irrevocable offer to purchase the Purchase Date Premises (or such later date Related Premises as shall be acceptable are then subject to the Company in its sole discretion), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (7Lease) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On the Purchase Date, the Company shall, to the extent lawful, accept for payment, the Purchase Offer Amount of Securities or portions thereof tendered pursuant to the Purchase Offer, or if less than the Purchase Offer Amount has been tendered, all Securities or portions thereof tendered, and deliver to the Trustee on the day following the Purchase Date an Officers' Certificate stating that such Securities or portions thereof were accepted this Agreement for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding Date, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to the Purchase Price of the Securities being purchased. The Trustee or Paying Agent, as the case may be, shall promptly deliver to each tendering Holder an amount equal to the Purchase Price. Upon the delivery of such notice to Buyer, Buyer shall be deemed to have made such offer, Buyer shall, if requested by Owner, within (10) days following such request, deposit with Owner as payment against the Purchase Price the amount described in clause (B) of the Security tendered by such Holder definition of Default Termination Amount and accepted by the Company for purchase, Owner and the Company Buyer shall promptly issue a new Security, and commence to determine the Trustee shall authenticate and mail or deliver such new Security to such Holder equal in principal amount to any unpurchased portion Fair Market Value of the Security surrenderedPremises. No later than thirty (30) days after the Fair Market Value Date, Owner shall accept or reject such offer. Unless Owner shall have rejected such offer by written notice to Buyer not later than the twentieth (20th) day after the Fair Market Value Date, Owner shall be conclusively presumed to have accepted such offer. If Owner accepts such offer then, not later than the tenth (10th) day after such acceptance, Buyer shall pay to Owner the Purchase Price and Owner will convey the Premises to Buyer or its designee in accordance with Paragraph 3 hereof. Any Security not so accepted written rejection by Owner of such offer shall be promptly mailed have no effect on any other remedy Owner may have under the Lease or delivered by the Company Guaranty. (b) The parties hereto acknowledge that Owner may also have a right to require Tenant to make a rejectable offer to terminate the Lease and, at Tenant's option, purchase the Premises pursuant to the Trustee for delivery terms of the Lease. Accordingly, notwithstanding any acceptance by Owner of the Trustee to the Holder thereof. The Company shall comply with 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 the event that the Company is required to irrevocable offer to purchase Securities made by Buyer as described in Paragraph 2(a) hereof, (i) Owner may, at any time in its discretion, terminate its obligation to sell to Buyer and Buyer's obligation to buy the Premises pursuant to an irrevocable offer made by Buyer pursuant to this Section 3.09Agreement (and shall incur no obligation to Buyer in connection therewith), by giving notice to Buyer terminating such obligation (and, notwithstanding any such termination, Owner shall have the right, so long as Owner shall not have previously conveyed the Premises to Tenant and so long as the Event of Default is continuing or upon the occurrence of a subsequent Event of Default, to subsequently require Buyer to make another irrevocable offer to purchase the Premises in accordance with this Agreement), and (ii) Owner shall be excused from selling the Premises to Buyer, and shall incur no obligation to Buyer in connection therewith, if Owner in its sole discretion conveys the Premises to Tenant at or before the date on which Buyer is to purchase the Premises pursuant to this Agreement.

Purchase Offer. The (a) If the Company shall make an elect not to make, or shall fail to make, the Change of Control Offer following the occurrence of a Change of Control pursuant to Section 13 hereof within the 20-day period specified therein, then in addition to the redemption rights that the Company may exercise pursuant to Section 10 hereof after _____, 2005, the Company shall also have the right (but not the obligation), (i) at any time and from time to time prior to ______, 2005, to offer to Securityholders to purchase (the "Purchase Offer") on June 1 in each to repurchase all, but not less than all, of the years 1999 and 2000 (each date, a "Purchase Date") 50% outstanding shares of the originally issued principal amount of the Securities Series A Preferred Stock at a purchase price per share in cash equal to 101% of the Liquidation Preference of each share of Series A Preferred Stock repurchased (after giving effect to the Special Dividend, if any), plus an amount equal to 101% of all dividends accrued and unpaid thereon from the last Dividend Payment Date to the date fixed for repurchase (the "Purchase PricePayment") and (ii) at any time and from time to time following _______, 2005, to make a Purchase Offer to repurchase all, but not less than all, of the outstanding shares of Series A Preferred Stock at a purchase price per share in cash in equal to 100% of the Liquidation Preference of each share of Series A Preferred Stock repurchased (after giving effect to the Special Dividend, if any), plus an amount equal to 100% of the aggregate outstanding principal amount thereof, plus all dividends accrued and unpaid interest, if any, thereon from the last Dividend Payment Date to but excluding June 7, 1999 or June 6, 2000, respectively the date fixed for repurchase (the "Funding DatePar Purchase Payment"). Except as otherwise provided in this Section 3.09, If the Company elects to make a Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on the Purchase Date and no longer, except to the extent that a longer period is required by applicable law . Holders may tender Securities pursuant to the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and the applicable Purchase Date. On the applicable Purchase DateOffer, the Company shall accept for purchase the principal amount required to be purchased pursuant to this Section 3.09 (the "Purchase Offer Amount") of Securities tendered or, if less than the Purchase Offer Amount has been tendered, all Securities tendered pursuant to the Purchase Offer. The Company shall send, by first class mail, mail a notice to each holder of the Holders, shares of Series A Preferred Stock (with a copy to the TrusteeRegistrar) offering to repurchase shares of Series A Preferred Stock on a date specified in such notice (the "Purchase Payment Date"), between March 2 which date shall be no earlier than 90 days and May 12 of no later than 120 days from the applicable year. The date such notice shall contain all instructions and materials necessary to enable such Holders to tender Securities is mailed, pursuant to the Purchase Offer. The procedures required by Section 6 and described in such notice, which shall govern the terms of the Purchase Offer, shall state: (1) that the Purchase Offer is being made pursuant to Section 3.09; (2) the Purchase Offer Amount, the formula for calculating the Purchase Price and the Purchase Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Purchase Offer shall cease to accrue interest on and after the Funding Date, unless the Company defaults in making payment on the Funding Date as herein provided; (5) that Holders electing to have a Security purchased pursuant to any Purchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Company, the Depositary, or a Paying Agent at the address specified in the notice on or before the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, the Depositary or Paying Agent, as the case may be, receives, not later than 5 p.m. Eastern Daylight Time on the Purchase Date (or such later date as shall be acceptable to the Company in its sole discretion), a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Security purchased; (7) that, if the aggregate principal amount of Securities surrendered by the Holders, exceeds the Purchase Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis, or by lot or by such method that complies with applicable legal requirements and the requirements of any exchange on which the Securities are listed that the Trustee considers fair and appropriate (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. On the Purchase Date, the Company shall, to the extent lawful, accept for payment, the Purchase Offer Amount of Securities or portions thereof tendered pursuant to the Purchase Offer, or if less than the Purchase Offer Amount has been tendered, all Securities or portions thereof tendered, and deliver to the Trustee on the day following the Purchase Date an Officers' Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. By 12:30 p.m. Eastern Daylight Time on Funding Date, the Company shall deposit with the Trustee or with the Paying Agent money in funds immediately available equal to the Purchase Price of the Securities being purchased. The Trustee or Paying Agent, as the case may be, shall promptly deliver to each tendering Holder an amount equal to the Purchase Price of the Security tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Security, and the Trustee shall authenticate and mail or deliver such new Security to such Holder equal in principal amount to any unpurchased portion of the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by the Company to the Trustee for delivery by the Trustee to the Holder thereof. 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 repurchase of the Series A Preferred Stock hereunder. (b) On the Purchase Payment Date, the Company shall, to the extent lawful: (i) accept for payment all shares of Series A Preferred Stock properly tendered pursuant to the Purchase Offer; (ii) deposit with the paying agent an amount equal to the Purchase Payment or the Par Purchase Payment, as applicable, in respect of all shares of Series A Preferred Stock so tendered; and (iii) deliver or cause to be delivered to the event Registrar all certificates for shares of Series A Preferred Stock so accepted together with an officer's certificate stating the aggregate number of shares being purchased by the Company. (c) The paying agent shall promptly mail or transmit by wire transfer to each holder of shares of Series A Preferred Stock so tendered the Purchase Payment or the Par Purchase Payment, as applicable, for such shares of Series A Preferred Stock, and the Registrar shall promptly authenticate and mail (or cause to be transferred by book entry) to each such holder a new certificate for any shares of Series A Preferred Stock not tendered that are represented by the surrendered certificate. The Company is required shall notify the holders of Series A Preferred Stock the results of the Purchase Offer on or as soon as practicable after the Purchase Payment Date. (d) If a holder of shares of Series A Preferred Stock elects not to, or otherwise fails to, properly tender shares of Series A Preferred Stock into the Purchase Offer, then with respect to offer each share of Series A Preferred Stock that such holder fails to purchase Securities pursuant tender, any dividends applicable to this Section 3.09periods following the expiration of the Purchase Offer with respect to each such share shall be computed at a rate of eight percent (8%) per annum.