Common use of The Debt Offer Clause in Contracts

The Debt Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01, the Company shall, within 10 days of receiving any request by Newco to do so (but in no event earlier than twenty calendar days after the date hereof), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's Subordinated Notes (as defined in Section 3.01(c)) on the terms set forth in Section 2.06 of the Disclosure Schedule (as defined in Section 3.01(a)) and such other customary terms and conditions as are reasonably acceptable to Newco (the "Debt Offer"). The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Newco, and the Company shall not, without Newco's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 2.06 of the Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Newco shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Subordinated Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 2.06 of the Disclosure Schedule which are materially adverse to holders of the Subordinated Notes (it being agreed that a request by Newco that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Subordinated Notes), unless such change was previously approved by the Company in writing. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, it will accept for payment and pay for the Subordinated Notes as soon as such conditions to the Debt Offer are satisfied and it is permitted to do so under applicable law, provided that the Company shall coordinate the timing of any such purchase with Newco in order to obtain the greatest participation in the Debt Offer. (b) Promptly following the date of this Agreement, the Company shall prepare, subject to advice and comments of Newco, an offer to purchase the Subordinated Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as all other information and exhibits (collectively, the "Offer Documents"). All mailings to the holders of Subordinated Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Newco. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following receipt of the request from Newco to do so. The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect.

The Debt Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01, the Company shall, within 10 days of as soon as practicable after receiving any a written request (the "Debt Offer Request") by Newco both Holdcos to do so (but in no event earlier than twenty calendar 20 days after the date hereof), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's 8-1/2% Senior Subordinated Notes due 2007 (as defined in Section 3.01(c)the "Subordinated Notes") on the terms set forth in Section 2.06 2.03 of the Company Disclosure Schedule (as defined in Section 3.01(a)3.01) and such other customary terms and conditions as are reasonably acceptable to Newco the Holdcos (the "Debt Offer"). The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Newcoboth Holdcos, and the Company shall not, without Newco's the Holdcos' prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 2.06 2.03 of the Disclosure Schedule or make any other material changes in to the terms and conditions of the Debt Offer. Notwithstanding anything in this Agreement, including the immediately preceding sentence, Newco to the contrary, (i) the Holdcos shall not request that the Company make any change to the terms and or conditions of the Debt Offer which decreases the price per Subordinated Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to or changes any of the terms of the Debt Offer in addition to those set forth in Section 2.06 of the Disclosure Schedule which are materially any manner that is adverse to holders of the Subordinated Notes or which would be reasonably likely to prevent or materially delay the Closing (it being agreed that a request by Newco the Holdcos that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Subordinated Notes), in any such case unless such change was previously approved by the Company in writing. The , and the Company covenants shall not be required to make any such change and agrees that, subject (ii) the Company shall not be required to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, it will accept for payment and or pay for the any Subordinated Notes as soon as such conditions prior to the Debt Offer are satisfied and it is permitted to do so under applicable law, provided that the Company shall coordinate the timing of any such purchase with Newco in order to obtain the greatest participation in the Debt OfferClosing. (b) Promptly following the date of this Agreement, the Company shall prepare, subject to advice and comments of Newcothe Holdcos, an offer to purchase the Subordinated Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement), as well as all other information and exhibits required in connection therewith (collectively, the "Offer Documents"). All mailings to the holders of Subordinated Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval (which will not be unreasonably withheld) of Newcothe Holdcos. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following receipt commencement of the request from Newco to do soDebt Offer in accordance with Section 2.03(a). The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (c) The Company covenants and agrees that if a Debt Offer Request has been made on or prior to the twenty-fifth business day prior to May 31, 1998, subject to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, on the Closing Date it will accept for payment the Subordinated Notes.

The Debt Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.018.1, the Company shall, within 10 days as soon as reasonably practicable following execution of receiving any request by Newco to do so this Agreement (but in no event earlier later than twenty fifteen calendar days after the date hereofpublic announcement of the execution of this Agreement), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's Subordinated 10-3/8% Senior Notes due 2001 (hereinafter referred to as defined in Section 3.01(c)the "Notes") on the terms set forth in Section 2.06 2.8 of the disclosure schedule between Newco and the Company dated the date hereof (the "Disclosure Schedule (as defined in Section 3.01(a)Schedule") and such other customary terms and conditions as are reasonably acceptable to Newco (the "Debt Offer"). The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Newco, and the Company shall not, without Newco's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in on Section 2.06 2.8 of the Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Newco shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Subordinated Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 2.06 2.8 of the Disclosure Schedule which are materially adverse to holders of the Subordinated Notes (it being agreed that a request by Newco that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Subordinated Notes), unless such change was previously approved by the Company in writing. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, it will accept for payment and pay for the Subordinated Notes as soon as such conditions to the Debt Offer are condition set forth in Section 7.2(h) of this Agreement is satisfied and it is permitted to do so under applicable law, provided that the Company shall coordinate the timing of any such purchase with Newco in order to obtain the greatest participation in the Debt Offer. (b) Promptly following the date of this Agreement, Newco and the Company shall prepare, subject to advice and comments of Newco, prepare an offer to purchase the Subordinated Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as all other information and exhibits (collectively, the "Offer Documents"). Newco and the Company will cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Subordinated Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Newco. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following receipt execution of this Agreement (but in no event later than fifteen calendar days after the public announcement of the request from Newco to do soexecution of this Agreement). The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (c) In connection with the Debt Offer, if requested by Newco, the Company shall promptly furnish Newco with security position listings, any non- objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Newco with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Newco or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

The Debt Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.018.1, the Company shall, within 10 days as soon as reasonably practicable following execution of receiving any request by Newco to do so this Agreement (but in no event earlier later than twenty fifteen calendar days after the date hereofpublic announcement of the execution of this Agreement), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's Subordinated 10-3/8% Senior Notes due 2001 (hereinafter referred to as defined in Section 3.01(c)the "NOTES") on the terms set forth in Section 2.06 2.8 of the Disclosure Schedule disclosure schedule between Newco and the Company dated the date hereof (as defined in Section 3.01(a)the "DISCLOSURE SCHEDULE") and such other customary terms and conditions as are reasonably acceptable to Newco (the "Debt OfferDEBT OFFER"). The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Newco, and the Company shall not, without Newco's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in on Section 2.06 2.8 of the Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Newco shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Subordinated Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 2.06 2.8 of the Disclosure Schedule which are materially adverse to holders of the Subordinated Notes (it being agreed that a request by Newco that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Subordinated Notes), unless such change was previously approved by the Company in writing. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, it will accept for payment and pay for the Subordinated Notes as soon as such conditions to the Debt Offer are condition set forth in Section 7.2(h) of this Agreement is satisfied and it is permitted to do so under applicable law, provided PROVIDED that the Company shall coordinate the timing of any such purchase with Newco in order to obtain the greatest participation in the Debt Offer. (b) Promptly following the date of this Agreement, Newco and the Company shall prepare, subject to advice and comments of Newco, prepare an offer to purchase the Subordinated Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of TransmittalLETTER OF TRANSMITTAL") (collectively, the "Offer to PurchaseOFFER TO PURCHASE") and summary advertisement, as well as all other information and exhibits (collectively, the "OFFER DOCUMENTS"). Newco and the Company will cooperate with each other in the preparation of the Offer Documents"). All mailings to the holders of Subordinated Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Newco. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following receipt execution of this Agreement (but in no event later than fifteen calendar days after the public announcement of the request from Newco to do soexecution of this Agreement). The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (c) In connection with the Debt Offer, if requested by Newco, the Company shall promptly furnish Newco with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Newco with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Newco or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

The Debt Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.018.1, the Company shall, within 10 days as soon as reasonably practicable following execution of receiving any request by Newco to do so this Agreement (but in no event earlier later than twenty fifteen calendar days after the date hereofpublic announcement of the execution of this Agreement), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's Subordinated 10-3/8% Senior Notes due 2001 (hereinafter referred to as defined in Section 3.01(c)the "Notes") on the terms set forth in Section 2.06 2.8 of the disclosure schedule between Newco and the Company dated the date hereof (the "Disclosure Schedule (as defined in Section 3.01(a)Schedule") and such other customary terms and conditions as are reasonably acceptable to Newco (the "Debt Offer"). The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Newco, and the Company shall not, without Newco's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in on Section 2.06 2.8 of the Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Newco shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Subordinated Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 2.06 2.8 of the Disclosure Schedule which are materially adverse to holders of the Subordinated Notes (it being agreed that a request by Newco that the Company waive any condition in whole or in part at any 13 time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Subordinated Notes), unless such change was previously approved by the Company in writing. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, it will accept for payment and pay for the Subordinated Notes as soon as such conditions to the Debt Offer are condition set forth in Section 7.2(h) of this Agreement is satisfied and it is permitted to do so under applicable law, provided that the Company shall coordinate the timing of any such purchase with Newco in order to obtain the greatest participation in the Debt Offer. (b) Promptly following the date of this Agreement, Newco and the Company shall prepare, subject to advice and comments of Newco, prepare an offer to purchase the Subordinated Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as all other information and exhibits (collectively, the "Offer Documents"). Newco and the Company will cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Subordinated Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Newco. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following receipt execution of this Agreement (but in no event later than fifteen calendar days after the public announcement of the request from Newco to do soexecution of this Agreement). The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (c) In connection with the Debt Offer, if requested by Newco, the Company shall promptly furnish Newco with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Newco with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Newco or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

The Debt Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.018.1, the Company shall, within 10 days as soon as practicable following execution of receiving any request by Newco to do so this Agreement (but in no event earlier later than twenty 15 calendar days after the date hereofpublic announcement of the execution of this Agreement), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's 11.63% Senior Subordinated Notes due 2004 (as defined in Section 3.01(c)the "SUBORDINATED NOTES") on the terms set forth in Section 2.06 3.3 of the Company Disclosure Schedule (as defined in Section 3.01(a)Article IV) and such other customary terms and conditions as are reasonably acceptable to Newco (the "Debt OfferDEBT OFFER"). The Company shall waive any of the conditions (other than that the Merger shall have been consummated) to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be reasonably requested by Newco, and the Company shall not, without Newco's prior consent, waive any material condition to the Debt Offer, Offer or make any changes to the terms and conditions of the Debt Offer set forth in Section 2.06 of the Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding anything in this Agreement, including the immediately preceding sentence, to the contrary, Newco shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Subordinated Note payable that, in the Debt OfferCompany's reasonable judgment, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions is adverse to the Debt Offer in addition to those set forth in Section 2.06 of the Disclosure Schedule which are materially adverse to holders of the Subordinated Notes (it being agreed or the Shares or that a request by Newco that reasonably could be expected to delay or impair consummation of the Company waive any condition in whole Merger or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Subordinated Notes), the transactions contemplated hereby unless such change was previously approved by the Company in writing. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions to the Debt Offer, it will accept for payment and pay for the Subordinated Notes as soon as such conditions the condition set forth in Section 7.2(f) is satisfied or waived and immediately prior to the Debt Offer are satisfied and Effective Time so long as it is permitted to do so under applicable law, provided that the Company shall coordinate the timing of any such purchase with Newco in order to obtain the greatest participation in the Debt Offer. (b) Promptly following the date of this Agreement, Newco and the Company shall prepare, subject to advice and comments of Newco, prepare an offer to purchase the Subordinated Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of TransmittalLETTER OF TRANSMITTAL") (collectively, the "Offer to PurchaseOFFER TO PURCHASE") and summary advertisement, as well as all other information and exhibits (collectively, the "OFFER DOCUMENTS"). Newco and the Company will cooperate with each other in the preparation of the Offer Documents"). All mailings to the holders of Subordinated Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Newco. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following receipt commencement of the request from Newco to do soDebt Offer in accordance with Section 3.3(a). The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (c) In connection with the Debt Offer, if requested by Newco, the Company shall promptly furnish Newco with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Subordinated Notes, each as of a recent date, and shall promptly furnish Newco with such additional information (including but not limited to updated lists of holders of the Subordinated Notes, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Newco or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Subordinated Notes.