Common use of Second Offer to Prepay Notes Clause in Contracts

Second Offer to Prepay Notes. If a holder of any Note rejects (or is deemed to reject) the First Offer in full or in part with respect to such Note (the aggregate amount rejected by all such holders, the “Second Offer Amount”), the Company shall, within 2 Business Days after the First Offer Response Date, give written notice thereof to each holder of a Note that accepted the First Offer in full with respect to such Note, which notice shall contain and constitute an offer to prepay (the “Second Offer”), in accordance with and subject to this Section 8A, the Notes held by such holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) in an amount equal to such holder’s Second Offer Ratable Portion on a date specified in such offer (the “Second Offer Prepayment Date”), which date shall be not less than 15 days and not more than 30 days after the date of such offer. The Second Offer shall be accompanied by the certificate described in clause (f) of this Section 8A. Such holder may accept the Second Offer by causing a notice of such acceptance to be delivered to the Company on or before the date specified in the officer’s certificate delivered pursuant to clause (f) of this Section 8A (the “Second Offer Response Date”). A failure by such holder to respond to the Second Offer within such time period shall be deemed to constitute a rejection of such offer by such holder. For purposes of this clause (d), “Second Offer Ratable Portion” means, with respect to each holder of a Note that accepted the applicable First Offer in full, an amount equal to (a) the Second Offer Amount multiplied by (b) a fraction, the numerator of which is the outstanding principal amount of such holder’s Notes and the denominator of which is the aggregate principal amount of all Notes of the holders that accepted the applicable First Offer in full in accordance with the terms of clause (c) above, in each case determined immediately prior to the application of any Net Cash Proceeds in respect of such First Offer.