Common use of Tender Offer Clause in Contracts

Tender Offer. As promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, Liberty shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase any and all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates (the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 per share, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer shall be subject only to the satisfaction of each of the conditions set forth in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject to the terms and conditions of the A&R New Holdco LLC Agreement), and Buddy’s shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt the commencement or consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purpose.

Tender Offer. As promptly Provided that this Agreement shall not have been terminated in accordance with Section 10 hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Offer Conditions"), as soon as reasonably practicable, and in any event within fifteen (15) five Business Days after the date hereofpublic announcement of this Agreement, Liberty shall commence (under Merger Sub will commence, within the meaning of Rule 14d-2 under the Exchange Act) Act (as defined below), a tender offer to purchase any and (the "Offer") for all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates Shares (the “Tender OfferSection 5.10(aas defined below) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 12.50 per shareShare in cash, without interest net to the seller, and, subject only to and less any applicable withholding Taxes (in accordance with the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E terms and conditions of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to Offer, accept for payment shares of Liberty Common Stock Shares that are validly tendered and not validly withdrawn pursuant to the Tender Offer and not withdrawn immediately following (unless the Offer shall be subject only have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated, (ii) the date on which the waiting period under the Exon-Florxx Xxxndment to the satisfaction Omnibus Trade and Competitiveness Act of each of 1988 has expired or has been terminated, and (iii) 6 the conditions set forth in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) twentieth Business Days following Day after the commencement of the Tender Offer, unless this Agreement is terminated in accordance with Section 10, in which case the Offer (whether or not previously extended in accordance with the “Initial Expiration Date”)terms hereof) shall expire on such date of termination; provided, however, and notwithstanding anything to the contrary in the foregoing, Parent and Merger Sub agree that with Buddy’s prior written consent unless the Company is in material breach of this Agreement, if any of the Offer Conditions specified in paragraphs (a) or (c) of Annex A exists at the time of the scheduled expiration date of the Offer, Merger Sub shall from time to time extend the Offer at such times as the Company may request for five Business Days for each extension, but shall in no event extend the Offer beyond June 30, 2000, and, provided, further, it is understood and agreed that unless Parent or Merger Sub is in material breach of this Agreement (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer, Merger Sub may extend and re-extend the Offer on one or more occasions for periods of time (not to be unreasonably conditionedexceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, withheld or delayed), Liberty and (B) Merger Sub may extend and re-extend the Tender Offer for on one or more consecutive occasions for periods beyond the Initial Expiration Date, including if, at of time (not to exceed ten Business Days for any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived particular extension): (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer i) for any period required by any Law rule, regulation, interpretation or position of the SEC. Notwithstanding anything SEC (as defined below) or its staff applicable to the contrary hereinOffer, (ii) for any period required by applicable law and (C) if on such expiration date there shall have been validly tendered and not withdrawn more than 50%, but subject in all respects to the consent rights less than 80%, of the Member Representative expressly set forth in outstanding number of Shares, for an aggregate period of twenty days beyond the latest expiration date that would be permitted under this Section 5.10sentence; provided, any and further, that all decisions regarding the Tender Offer, including the timing extensions of the commencement Offer made by Merger Sub (other than at the request of the Tender Company) shall not extend the Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement)beyond June 30, shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject to the terms and conditions of the A&R New Holdco LLC Agreement), and Buddy’s 2000. Merger Sub shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt without the commencement or consummation prior written consent of the Tender Company, decrease the price per Share offered in the Offer. Liberty may not use , change the form of consideration offered or payable in the Offer, decrease the numbers of Shares sought in the Offer, change the conditions to the Offer, impose additional conditions to the Offer, amend any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment term of the Tender ConsiderationOffer, in each case, in any manner adverse to the holders of Shares or waive the Minimum Conditions (y) as defined in Annex A). Notwithstanding the above, in the event that Merger Sub has not, on or before June 30, 2000, accepted pursuant to the Offer for payment more than 50% of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and outstanding Shares of the Company (z) payment on a fully diluted basis), then the Agreement may be terminated by the Board of transaction costs, fees and expenses incurred in connection with Directors of either Parent or the Company; unless such purchase shall not have occurred because of a material breach of this Agreement or by the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant party seeking to terminate this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purpose.

Tender Offer. As promptly 1.1 The Amended Offer. Provided that this Agreement shall not have been terminated in accordance with Section 10 hereof and none of the events set forth in Exhibit B hereto shall have occurred or be existing, as reasonably soon as practicable, and in any event within fifteen (15) Business Days after five business days of the date hereof, Liberty shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a Kidsco will amend its tender offer for up to purchase any and all 8,590,608 of the outstanding shares of Liberty TLC's Common Stock, par value $.001 per share (the "TLC Common Stock"), or such lesser number of shares of TLC Common Stock that are not owned by Vintage or its Affiliates (the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 per share, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under outstanding upon the Exchange Act. The obligation expiration of Liberty the Offer (the "Shares"), together with the Associated Rights (as hereinafter defined), as set forth in its Offer to accept for payment shares of Liberty Common Stock validly tendered Purchase dated October 30, 1995, as amended and not validly withdrawn pursuant supplemented by the first Supplement (the "First Supplement") to the Offer to Purchase dated December 4, 1995 (the "Offer to Purchase"), to (a) extend the Expiration Date (as defined in the Offer to Purchase) until the date 10 business days from and including the date Kidsco amends its Tender Offer shall be subject only Statement on Schedule 14D-1 to the satisfaction of each reflect this Agreement and (b) modify Section 14 of the conditions Offer to Purchase, as amended and supplemented by Section 10 of the First Supplement, to read as set forth in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change B (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Datesuch tender offer, as extendedso amended, being referred to herein as the “Expiration Time”"Offer"). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject Subject to the terms and conditions of the A&R New Holdco LLC AgreementOffer, SoftKey will promptly pay $67.50 per Share, net to the seller in cash, for all Shares duly tendered that it is obligated to purchase thereunder with no reduction in the price per Share to be paid thereunder as a result of the redemption of the Associated Rights. Without the prior written consent of TLC, Kidsco will not (i) decrease the $67.50 per Share Offer price (ii) decrease the number of Shares to be purchased in the Offer, (iii) change the form of consideration payable in the Offer, (iv) add to or change the conditions to the Offer set forth in Exhibit B provided that, except as provided in clause (v), any Conditions may be waived by Kidsco, (v) change or waive the Minimum Condition (as defined in Exhibit B) or (vi) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares. TLC's Board of Directors shall recommend acceptance of the Offer to its stockholders in an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Buddy’s shall notExchange Commission (the "SEC") as soon as practicable following the date upon which Kidsco files an amendment to its Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") reflecting this Agreement and containing (including as exhibits) or incorporating by reference a further supplement (the "Second Supplement") to the Offer to Purchase (or portions thereof) and a related, revised Letter of Transmittal. Subject to the terms of the Offer and shall cause its Affiliates this Agreement and the satisfaction of all the conditions of the Offer set forth in Exhibit B, Kidsco will accept for payment and pay for all Shares validly tendered and not towithdrawn pursuant to the Offer as soon as practicable after the Expiration Date. Subject to Section 10 hereof, directly or indirectlyif the conditions set forth in Exhibit B are not satisfied or, knowingly impedeto the extent permitted by this Agreement, interfere with or waived by Kidsco as of the date the Offer would otherwise disrupt have expired, Kidsco will extend the commencement or Offer from time to time until the earlier of the consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement Offer or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses Final Date (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purposeas hereinafter defined).

Tender Offer. As promptly as reasonably practicable, and in (a) Parent shall have the option (the "Tender Offer Option") at any event within fifteen (15) Business Days after time prior to the date hereof, Liberty shall the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (under within the meaning of Rule 14d-2 under the Exchange Act) a tender an offer (the "Offer") to purchase any and all of the outstanding shares of Liberty Company Common Stock that are not owned by Vintage or its Affiliates (the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 per shareshare equal to the Merger Consideration, without interest net to the selling stockholder in cash and less any applicable withholding Taxes (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act "Schedule TO") and will file all applicable Tender Offer other necessary documents with the SEC as may be (collectively, the "Offer Documents"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer shall be subject only to the satisfaction of each condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub or any other Subsidiary of Parent, represents at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Exhibit D Annex I hereto. Unless agreed Merger Sub expressly reserves the right to by each waive any of Libertythe conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without the Special Committee and Buddy’sprior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) no material change (including changing may be made that changes the amount form of consideration to be paid, decreases the price per share offered of Company Common Stock or the number of shares of Company Common Stock sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of Liberty the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) may be made from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the terms Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the Tender OfferSEC or the staff thereof applicable to the Offer or any period required by applicable law. The Tender Offer shall expire on remain open until the date that is twenty (20) Business Days following after the commencement of the Tender Offer (the “Initial "Expiration Date”); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed"), Liberty unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may extend be required by applicable law, in which event, the Tender Offer for one or more consecutive periods beyond term Expiration Date shall mean the Initial latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, including if, at any scheduled expiration of the Tender Offer, conditions to the conditions set forth in the Tender Offer or in Exhibit D hereto have are not been satisfied or waived (by Parent, Parent may, but shall not be required to, extend the Initial Expiration Date, as extended, the “Expiration Time”)Offer. Notwithstanding the foregoing, LibertyParent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, without if requested by the consent Company, if at the Expiration Date (or any extended expiration date of the Member RepresentativeOffer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything pursuant to an amendment to the contrary herein, but subject in all respects Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the consent rights of extent permitted under, and in compliance with, Rule 14d-11 under the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject Exchange Act. Subject to the foregoing and upon the terms and conditions of the A&R New Holdco LLC Agreement), and Buddy’s shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt the commencement or consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC AgreementOffer, Liberty may use any remaining net proceeds from Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the Subscription Agreements or any Debt Financing for any other purposeexpiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

Tender Offer. (a) As promptly as reasonably practicable, and in any event within fifteen (15) Business Days after practicable following the date execution hereof, Liberty Parent and Parent Sub will amend the Initial Offer (the Initial Offer as amended, the "Offer") to provide (i) for a purchase price per Share (including the associated Rights) of $61.00 (the "Per Share Price"), (ii) for the period the Offer is to remain open to be shortened to provide for the expiration of the Offer at 12:00 midnight on Friday, December 20, 1996 and (iii) for the consummation of the Offer to be subject only to the conditions (the "Offer Conditions") set forth on Annex A hereto (collectively, the "Amendments"). Without the prior written consent of the Company, neither Parent nor Parent Sub shall commence (under i) change or waive the meaning Minimum Condition (as defined in Annex A), (ii) reduce the number of Rule 14d-2 under Shares subject to the Exchange ActOffer, (iii) a tender offer reduce the price per Share to purchase any and be paid pursuant to the Offer, (iv) extend the Offer if all of the outstanding shares Offer Conditions have been satisfied or waived, (v) change the form of Liberty Common Stock consideration payable in the Offer, (vi) amend, modify, or add to the Offer Conditions (provided, that are not owned by Vintage Parent or Parent Sub in its Affiliates sole discretion may waive any such conditions other than the Minimum Condition) or (vii) amend any other term of the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at Offer in a price manner adverse to the holders of $12.00 per sharethe Shares. Notwithstanding the foregoing, Parent and Parent Sub may, without interest and less the consent of the Company, (A) extend the Offer, if at the scheduled expiration date of the Offer any applicable withholding Taxes of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the “Tender Consideration”). Liberty agrees that no shares Offer for any period required by any statute, rule, regulation, interpretation or position of Liberty Common Stock held by Liberty the SEC or any Subsidiary thereof will other governmental authority or agency (domestic, foreign or supranational) applicable to the Offer, and (C) extend the Offer for any reason on one or more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that would otherwise be tendered permitted under clauses (A) and (B) of this sentence; and, if at any scheduled expiration date of the Offer any of the Offer Conditions have not been satisfied or waived by Parent or Parent Sub but are capable of being satisfied in the Tender reasonable opinion of Parent and Parent Sub, on the written request of the Company, Parent Sub shall from time to time extend the Offer for up to twenty business days in the aggregate from the originally scheduled expiration date thereof. Subject to the terms and conditions of the Offer. Liberty shall conduct the Tender Offer , Parent Sub will promptly pay for all Shares tendered and not withdrawn pursuant to Regulation 14E the Offer as soon as practicable after the expiration of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange ActOffer. The obligation of Liberty Parent Sub to accept for payment shares of Liberty Common Stock validly and pay for Shares tendered and not validly withdrawn pursuant to the Tender Offer shall be subject only to the satisfaction of each or waiver of the conditions set forth in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject to the terms and conditions of the A&R New Holdco LLC Agreement), and Buddy’s shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt the commencement or consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purposeConditions.

Tender Offer. As promptly (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Offer Conditions"), as soon as reasonably practicable, and in any event within fifteen (15) five Business Days after the date hereofpublic announcement of this Agreement, Liberty shall Merger Sub will commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase any and (the "Offer") for all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates Shares (the “Tender OfferSection 5.10(aas defined below) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 25.50 per shareShare in cash, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant net to the Tender Offer shall be seller, and, subject only to the satisfaction of each of the conditions set forth and in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that accordance with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject to the terms and conditions of the A&R New Holdco LLC Agreement)Offer, accept for payment Shares that are validly tendered and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated and (ii) the twentieth Business Day after the commencement of the Offer; provided, however, and Buddy’s notwithstanding anything to the contrary in the foregoing, it is understood and agreed that (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer or if, the applicable waiting periods under the HSR Act have not expired or been earlier terminated, Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and (B) Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) for an aggregate period not to exceed twenty Business Days if on such expiration date there shall not have been validly tendered and not withdrawn at least the number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders, and; provided, further, that all extensions of the Offer made by Merger Sub (other than at the request of the Company) shall not extend the Offer beyond September 5, 1999. Parent and Merger Sub agree that until September 5, 1999 Merger Sub shall from time to time extend the Offer at such times as the Company may request for five Business Days for each extension, but shall in no event extend the Offer beyond September 5, 1999. Merger Sub shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt without the commencement or consummation prior written consent of the Tender Company, decrease the price per Share offered in the Offer. Liberty may not use , change the form of consideration offered or payable in the Offer, decrease the numbers of Shares sought in the Offer, change the conditions to the Offer, impose additional conditions to the Offer, amend any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment term of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred Offer in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject any manner adverse to the terms and conditions holders of Shares or waive the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purposeMinimum Conditions (as defined in Annex A).

Tender Offer. As promptly as reasonably practicable(a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, and in any event within fifteen (15) Business Days after three business days of the date hereof, Liberty Parent shall commence (under cause Merger Sub to amend the meaning of Rule 14d-2 under Original Offer to increase the Exchange Act) a tender offer price to purchase any and all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates (the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 6.60 per shareShare in cash, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant net to the Tender Offer shall be seller, subject only to the satisfaction of each of the conditions set forth in Exhibit D hereto. Unless agreed to by each of LibertyAnnex A hereto (as amended, the Special Committee "Amended Offer") and Buddy’sParent and Merger Sub will file with the SEC an amendment to the Schedule TO, no material change (including changing as amended, filed with respect to the amount per share offered Original Offer. The Amended Offer Documents shall contain a supplement to the Offer to Purchase, which shall be mailed to the holders of Liberty Common Stock) may Shares and which shall describe this Agreement and the negotiations preceding this Agreement and shall amend the Original Offer to provide that the Amended Offer shall only be made subject to the terms or conditions set forth in Annex A hereto, and to extend the expiration date of the Tender Offer. The Tender Amended Offer shall expire to 12:00 midnight New York City time on the date that is twenty (20) Business Days following ten business days after the commencement date of the Tender Amended Offer (Documents, it being understood and agreed that, except for the “Initial Expiration Date”)foregoing amendments or as otherwise provided herein, the Amended Offer shall in all material respects be on the same terms and subject to the same conditions as the Original Offer. Without the prior written consent of the Company, Merger Sub shall not decrease the price per Share, impose additional conditions to the Amended Offer, extend the expiration date of the Amended Offer if the conditions to the Amended Offer have been satisfied, or amend any other term of the Amended Offer in any manner materially adverse to the holders of Shares; provided, however, that with Buddy’s prior written consent Merger Sub shall be permitted (but shall not to be unreasonably conditioned, withheld or delayedrequired), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member RepresentativeCompany, may to elect to provide a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act. Merger Sub shall not be required to extend the Tender expiration date of the Amended Offer if the conditions to the Amended Offer have not been satisfied, provided that Merger Sub shall extend the Amended Offer for any period required by any Law or up to a total of 20 business days (not more than 10 business days per extension) if the SEC. Notwithstanding anything event giving rise to the contrary hereinfailure to satisfy a condition is curable within such 20 business day period; provided, but subject in all respects further, that if such condition is not satisfied at the end of such 20 business day period, Merger Sub shall not be obligated to extend the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Amended Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject . Subject to the terms and conditions of the A&R New Holdco LLC Agreement)Amended Offer, and Buddy’s shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt the commencement or consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing Merger Sub will promptly pay for any purpose other than (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect all Shares duly tendered that it is obligated to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purposepurchase thereunder.

Tender Offer. As promptly (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Offer Conditions"), as soon as reasonably practicable, and in any event within fifteen (15) five Business Days after the date hereofpublic announcement of this Agreement, Liberty shall Merger Sub will commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase any and (the "OFFER") for all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates Shares (the “Tender OfferSection 5.10(aas defined below) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 25.50 per shareShare in cash, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant net to the Tender Offer shall be seller, and, subject only to the satisfaction of each of the conditions set forth and in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that accordance with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject to the terms and conditions of the A&R New Holdco LLC Agreement)Offer, accept for payment Shares that are validly tendered and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated and (ii) the twentieth Business Day after the commencement of the Offer; PROVIDED, HOWEVER, and Buddy’s notwithstanding anything to the contrary in the foregoing, it is understood and agreed that (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer or if, the applicable waiting periods under the HSR Act have not expired or been earlier terminated, Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and (B) Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) for an aggregate period not to exceed twenty Business Days if on such expiration date there shall not have been validly tendered and not withdrawn at least the number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders, and; PROVIDED, FURTHER, that all extensions of the Offer made by Merger Sub (other than at the request of the Company) shall not extend the Offer beyond September 5, 1999. Parent and Merger Sub agree that until September 5, 1999 Merger Sub shall from time to time extend the Offer at such times as the Company may request for five Business Days for each extension, but shall in no event extend the Offer beyond September 5, 1999. Merger Sub shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt without the commencement or consummation prior written consent of the Tender Company, decrease the price per Share offered in the Offer. Liberty may not use , change the form of consideration offered or payable in the Offer, decrease the numbers of Shares sought in the Offer, change the conditions to the Offer, impose additional conditions to the Offer, amend any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment term of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred Offer in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject any manner adverse to the terms and conditions holders of Shares or waive the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purposeMinimum Conditions (as defined in Annex A).

Tender Offer. (a) As promptly as reasonably practicable, and but in any no event within fifteen (15) Business Days later than five business days after the date hereofpublic announcement of the execution of this Agreement, Liberty shall commence (under Merger Sub will, and the meaning of Rule 14d-2 under the Exchange Act) a tender Parent will cause Merger Sub to, offer to purchase any and all ( the "Offer") each outstanding share of Common Stock, $0.01 par value (the "Common Stock"), of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates Company, including the associated Company Right (as defined in Section 3.06) (together with the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash Company Right, "Company Stock"), tendered pursuant to the Offer at a price of $12.00 20.50 per share, without interest net to the seller in cash, and less any applicable withholding Taxes to cause the Offer to remain open until September 16, 1997 (the “Tender Consideration”"Expiration Date"). Liberty agrees that no shares The obligations of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in Merger Sub and the Tender Offer. Liberty shall conduct Parent to consummate the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common and purchase the Company Stock validly tendered and not validly withdrawn pursuant to in the Tender Offer shall will be subject only to the satisfaction conditions set forth in Schedule 1.01(a) (Offer Conditions) (the "Offer Conditions"). At the Company's request, Merger Sub will, and the Parent will cause Merger Sub to, extend the expiration date of each the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the condition set forth in clause (1) of the first paragraph of the Offer Conditions is not fulfilled prior to 5:00 p.m. on the Expiration Date. The Parent further agrees that, in the event that it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in Exhibit D hereto. Unless agreed paragraphs (a), (b), or (c) of clause (2) of the Offer Conditions to be satisfied or waived and it is reasonably likely that such failure can be cured on or before October 14, 1997, it shall give the Company notice thereof and, at the request of the Company, extend the Offer until the earlier of (1) such time as such condition is or conditions are satisfied or waived and (2) the date chosen by each the Company which shall not be later than the earlier of Liberty(x) October 14, 1997 or (y) the earliest date on which the Company reasonably believes such condition or conditions will be satisfied; provided that, if such condition or conditions are not satisfied by any date chosen by the Company pursuant to this clause (y), the Special Committee Company may request further extensions of the Offer not beyond October 14, 1997. Merger Sub will not, and Buddy’sthe Parent 8/12/97 will cause Merger Sub not to, no material decrease the price payable in the Offer, change (including changing the amount per share offered form of consideration payable in the Offer, reduce the number of shares of Company Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Company Stock tendered in the Offer, or change any other terms of the Offer in a manner adverse to the holders of Liberty Common the Company Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date , except that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty Merger Sub may extend the Tender Offer for one or more consecutive periods beyond Expiration Date to the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period extent required by any Law applicable law or if the SECOffer Conditions are not satisfied. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject Subject to the terms and conditions of the A&R New Holdco LLC Offer and this Agreement), Merger Sub shall, and Buddy’s the Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer; except that, without the prior written consent of the Company, Merger Sub shall not, and the Parent shall cause its Affiliates Merger Sub not to, directly accept for payment, or indirectlypay for, knowingly impede, interfere with or otherwise disrupt any shares of Company Stock so tendered unless the commencement or consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than Minimum Condition (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described as defined in the immediately preceding clauses (xOffer Conditions) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purposeshall have been satisfied.

Tender Offer. As promptly as reasonably practicablePursuant to an Offer to Purchase conforming to the requirements of applicable law, including the rules and regulations of the SEC, this Agreement and otherwise in customary form (the "OFFER TO PURCHASE"), and subject to the terms and conditions set forth in any event within fifteen (15) Business Days after the date hereofthis Agreement, Liberty shall Newco will commence (under within the meaning of Rule 14d-2 under of the Exchange Act) a tender ), and SDI will cause Newco to commence, as soon as practicable but not more than 10 Business Days after the execution hereof, an offer to purchase (the "OFFER") any and all of the outstanding shares of Liberty Class A Common Stock, $0.01 par value, of the Company (the "CLASS A COMMON STOCK"), and Class B Common Stock, $0.01 par value, of the Company (the "CLASS B COMMON STOCK" together with the Class A Common Stock that are not owned by Vintage or its Affiliates (collectively, the “Tender OfferSection 5.10(a"SHARES") 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 5.00 per shareShare, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant net to the Tender Offer shall be seller in cash, subject only to the satisfaction of each condition (which may not be waived without the written consent of the conditions set forth in Exhibit D hereto. Unless agreed to Company) that there be tendered and not withdrawn the number of Shares that, together with the Shares owned by each of Libertythe Investors and their Affiliates, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions represents a majority of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement outstanding Shares of the Tender Offer Company (the “Initial Expiration Date”"MINIMUM CONDITION"); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in this Agreement, and applicable provisions of the Tender Offer or in Exhibit D hereto have not been satisfied or waived Exchange Act. Newco will, and SDI will cause Newco to, accept for purchase and pay for all Shares duly tendered, commencing at the later of (the Initial Expiration Datesuch later date, as extendedextended as permitted in this Agreement, being referred to herein as the “Expiration Time”)"EXPIRATION DATE") (a) 20 Business Days following commencement of the Offer and (b) 12:00 noon New York time on the first Business Day following the satisfaction or waiver of all conditions to Newco's obligation to purchase Shares. Notwithstanding the foregoing, LibertySDI and Newco shall have the right to extend the Offer (i) from time to time, without if, at the consent scheduled Expiration Date or any extended expiration date of the Member RepresentativeOffer, may any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived; provided that if any of the conditions to the Offer is not satisfied or waived on the scheduled Expiration Date of the Offer, SDI and Newco shall extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO Redemption and TO Redemption Amount (as unless such terms are defined in the A&R New Holdco LLC Agreement), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amount, subject to the terms and conditions of the A&R New Holdco LLC Agreement), and Buddy’s shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere with or otherwise disrupt the commencement or consummation of the Tender Offer. Liberty may not use any proceeds from the Subscription Agreements or any Debt Financing for any purpose other than (x) the payment of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject to the terms and conditions of the A&R New Holdco LLC Agreement, Liberty may use any remaining net proceeds from the Subscription Agreements or any Debt Financing for any other purpose.condition or

Tender Offer. As promptly as reasonably practicable(a) No later than 5 business days prior to sending a notice of redemption with respect to the 6.55% Notes, Parent shall deliver written notice to RTZA stating whether or not Parent elects to cause RTZA to commence the Tender Offer in accordance with this Article 5. (b) If Parent requests in accordance with Section 5.1(a) hereof that RTZA commence a tender offer, Parent and RTZA shall at such time agree on the price to be offered in, and the conditions to, such all-cash tender offer for all outstanding 6.55% Notes (the "Tender Offer") and, thereafter, subject to Sections 5.1(c), (e) and (f) hereof and to the receipt of the written consent referred to in any event within fifteen (15) Business Days after the date hereofSection 8.1.8(c), Liberty RTZA shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase any and all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates (the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 per share, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty In connection therewith, RTZA shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer shall be subject only to the satisfaction of each of the conditions set forth in Exhibit D hereto. Unless agreed to by each of Libertytake, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that with Buddy’s prior written consent (not cause to be unreasonably conditionedtaken, withheld all actions and do, or delayed)cause to be done, Liberty may extend all things necessary, proper or advisable to cause the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration consummation of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing filing with the SEC, the NYSE and any other applicable governmental or regulatory authorities of a Tender Offer Statement on Schedule 14D-1 and any amendments thereto and any other offering documents required to be filed therewith (the commencement "Schedule 14D-1"). The expiration of the Tender Offer and shall occur at 5:00 p.m. (New York local time) on the TO Redemption and TO Redemption Amount twenty-first business day, or if such twenty-first business day is not a Friday, on the first Friday following the twenty-first business day, following the commencement thereof (as such terms are defined in unless extended with the A&R New Holdco LLC Agreementconsent of the parties hereto), shall be made in the sole discretion of the Special Committee (but in the case of the TO Redemption and TO Redemption Amountwhereupon, subject to the terms and conditions satisfaction of the A&R New Holdco LLC Agreement)conditions to the Tender Offer, and Buddy’s RTZA shall not, and shall cause its Affiliates not to, directly or indirectly, knowingly impede, interfere purchase the 6.55% Notes tendered therein in accordance with or otherwise disrupt the commencement or consummation terms of the Tender Offer. Liberty may (c) RTZA shall not use any proceeds be obligated to commence the Tender Offer unless prior thereto it shall have received a certificate from the Subscription Agreements or any Debt Financing for any purpose other chief financial officer of Parent, dated no earlier than (x) the payment date the notice of redemption of the Tender Consideration, (y) payment of Indebtedness under the Existing Credit Facilities with respect to Buddy’s and (z) payment of transaction costs, fees and expenses incurred in connection with this Agreement or the Transactions and the Ancillary Agreements and the Ancillary Transactions or for which Liberty 6.55% Notes is made responsible pursuant to this Agreement; provided, that following the payment of the amounts described in the immediately preceding clauses (x) through (z) and subject mailed to the terms Trustee and conditions to the holders thereof in accordance with Article 4 hereof, to the effect that, to the best of the A&R New Holdco LLC Agreementhis knowledge, Liberty may use any remaining net proceeds from the Subscription Agreements no event has occurred or any Debt Financing for any other purpose.is