Common use of Commitment to Purchase Clause in Contracts

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors contained herein and in the other Financing Documents, the Company may at its option issue and sell, and Purchaser agrees to purchase, Notes in an aggregate principal amount not to exceed $125,000,000. The purchase price for the Notes shall be 100% of the principal amount thereof. (b) The Commitment will terminate on the earliest of (i) the termination of the Purchase Agreement in accordance with the terms thereof prior to the consummation of the Acquisition, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition (if such date occurs prior to the date of the first Takedown), (iv) the date on which Holdings or any of its Subsidiaries commences the marketing of any securities with respect to which DLJSC or any of its Affiliates is not the sole manager or agent or lead underwriter, as the case may be and (v) March 31, 1998 (such earliest date, the "Expiration Date"); provided that if at any time on or after the date hereof an Event of Default shall have occurred and be continuing, Purchaser may at its option terminate the Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided further that the Commitment shall automatically terminate, without notice to the Company or any other action on the part of Purchaser, upon the occurrence of any of the events specified in Sections 7.01(e) and 7.01(f) with respect to the Company.

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors Company contained herein and in the other Financing Documents, the Company may at its option issue and sellsell to the Purchaser on the Issuance Date, and the Purchaser agrees to purchasepurchase on the Issuance Date, Notes in with an aggregate principal amount not to exceed $125,000,000initial Accreted Value equaling the Purchaser's Commitment. The purchase price for the Notes shall be 100% of the principal amount initial Accreted Value thereof. (b) The Each Commitment will terminate (the "Expiration Date") on the earliest of (i) the termination of the Purchase Recapitalization Agreement in accordance with the terms thereof prior to the consummation of the AcquisitionRecapitalization, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition Recapitalization without the issuance of the Notes (if such date occurs prior to the date of the first TakedownIssuance Date), (iviii) the date on which Holdings or the Company, any of its Subsidiaries or the Sponsors commences the marketing of any securities proposed Permanent Financing with respect to which DLJSC or any of its Affiliates is not the sole manager manager, sole agent, sole initial purchaser or agent or lead underwriter, as sole underwriter (if such date occurs prior to the case may be Issuance Date) and (viv) March 315:00 P.M. (New York City time) on October 15, 1998 (if such earliest date, date occurs prior to the "Expiration Issuance Date"); provided provided, that if at any time on or after the date hereof an Event of Default shall have occurred and be continuing, the Purchaser may at its option terminate the its Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided further that the each Commitment shall automatically terminate, without notice to the Company or any other action on the part of the Purchaser, upon the occurrence of any of the events specified in Sections 7.01(e) and 7.01(f) with respect to the Company. (c) No Commitment is revolving in nature, and principal amounts of Notes prepaid in accordance with Section 2.06 may not be resold to the Purchaser hereunder.

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors Intermediate Holdings contained herein and in the other Financing Documents, the Company Intermediate Holdings may at its option issue and sellsell to the Purchasers on the Issuance Date, and each Purchaser agrees to purchasepurchase on the Issuance Date, Asset Bridge Notes in an aggregate outstanding principal amount not to exceed $125,000,000equaling such Purchaser's Commitment. The purchase price for the Asset Bridge Notes shall be 100% of the principal amount thereof. (b) The Commitment will terminate (the "EXPIRATION DATE") on the earliest of (i) the termination of the Purchase Merger Agreement in accordance with the terms thereof prior to the consummation of the Acquisition, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition Transaction without the issuance of the Asset Bridge Notes (if such date occurs prior to the date of the first Takedown), (ivIssuance Date) the date on which Holdings or any of its Subsidiaries commences the marketing of any securities with respect to which DLJSC or any of its Affiliates is not the sole manager or agent or lead underwriter, as the case may be and (viii) March 315:00 P.M. (New York City time) on April 15, 1998 2000 (if such earliest date, date occurs prior to the "Expiration Issuance Date"); provided PROVIDED, that if at any time on or after the date hereof an Event of Default shall have occurred and be continuing, a Purchaser may at its option terminate the its Commitment by notice to the CompanyIntermediate Holdings, such termination to be effective upon the giving of such notice; and provided further PROVIDED, FURTHER, that the Commitment Commitments shall automatically terminate, without notice to the Company Intermediate Holdings or any other action on the part of Purchaserthe Purchasers, upon the occurrence of any Default described in clauses (b), (c) or (d) of Section 8.1.9 of the events specified Incorporated Agreement as incorporated by reference in Sections 7.01(eCLAUSE (I) and 7.01(f) of SECTION 7.1 with respect to any Obligor. (c) The Commitments are not revolving in nature, and principal amounts of Asset Bridge Notes prepaid in accordance with SECTION 2.6 may not be resold to the CompanyPurchasers hereunder.

Commitment to Purchase. 2.1. PURCHASE BY LIQUIDITY AGENT FOR THE BENEFIT OF THE LIQUIDITY BANKS; L/C DRAWING. (a) Subject TRANSFERS BY ISC. Prior to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors contained herein and in the other Financing DocumentsCommitment Expiry Date, the Company may at its option issue and sellISC, and Purchaser agrees to purchase, Notes in an aggregate principal amount not to exceed $125,000,000. The purchase price for the Notes shall be 100% of the principal amount thereof. (b) The Commitment will terminate on the earliest of (i) the termination of the Purchase Agreement in accordance with the terms thereof prior its sole discretion, may elect to the consummation of the Acquisitiongive (or to cause FNBC as its administrative agent to give), and (ii) shall give upon the delivery exercise of the Investor Purchase Option by the Company of Required Liquidity Banks, a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition (if such date occurs prior Sale Notice to the date of Liquidity Agent, which Sale Notice shall constitute an irrevocable offer to sell the first Takedown), (iv) ISC Interest at the date on which Holdings or any of its Subsidiaries commences the marketing of any securities with respect Purchase Price indicated therein. Each Sale Notice shall be deemed to which DLJSC or any of its Affiliates is not the sole manager or agent or lead underwriter, as the case may be a representation and (v) March 31, 1998 (such earliest date, the "Expiration Date"); provided warranty by ISC that if at any time on or after the date hereof an no ISC Insolvency Event of Default shall have occurred and be continuing. Each Liquidity Bank hereby agrees to purchase from ISC such Liquidity Bank's Pro Rata Share of the Assigned Percentage of the ISC Interest for a purchase price equal to such Liquidity Bank's Pro Rata Share of the Purchase Price on the Purchase Date (which date, Purchaser subject to Section 2.1(b) below, may at its option terminate be the Commitment by notice same as the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Agreement, no Liquidity Bank shall have any obligation to purchase the ISC Interest if, on such Purchase Date, any ISC Insolvency Event or L/C Insolvency Event shall have occurred and be continuing. The Liquidity Agent shall promptly advise each Liquidity Bank (by fax or by telephone call promptly confirmed in writing by fax) of the receipt and content of the Sale Notice and shall promptly advise ISC of each Liquidity Bank's Pro Rata Share of the Purchase Price thereunder. The Purchase Price shall be deposited in immediately available funds into ISC's clearing account no. BNF 7521-7683/FMSD (Reference: 312 Certificate Company/ARM/ISC) at FNBC's principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA # ▇▇▇▇▇▇▇▇▇. (b) TIMING OF SALE NOTICE AND PURCHASE DATE. If, at or prior to 12:00 noon (Chicago time) on any Business Day, ISC delivers a Sale Notice to the Liquidity Agent specifying that the Purchase Date shall be the same date as the date of such termination Sale Notice, ISC may require the Purchase Price to be effective upon paid in immediately available funds to ISC's account at the giving principal office of such notice; and provided further the Liquidity Agent no later than 2:00 p.m. (Chicago time) on the date of the Sale Notice. Notwithstanding the fact that the Commitment shall automatically terminate, without notice Purchase Date may occur on a date which is later than the date on which the Sale Notice is delivered to the Company or any other action on Liquidity Agent, the part several obligations of Purchaser, upon the occurrence of any each Liquidity Bank to accept such transfer and to make payment of the events specified in Sections 7.01(eamounts required to be paid by it pursuant to Section 2.2 shall arise immediately upon receipt by the Liquidity Agent of the Sale Notice. Regardless of when the Sale Notice is received, any Liquidity Bank may designate any one or more of its domestic or foreign branches, offices or affiliates through which it will fund its Pro Rata Share of the Purchase Price for a Purchase, and the term "Liquidity Bank" shall include any such branch, office or affiliate for such purpose. (c) and 7.01(f) with respect to the Company.L/C DRAW

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors Company contained herein and in the other Financing Documents, the Company may at its option issue and sellsell to the Purchasers on the Issuance Date, and each Purchaser agrees to purchasepurchase on the Issuance Date, Notes in an aggregate outstanding principal amount not to exceed $125,000,000equaling such Purchaser's Commitment. The purchase price for the Notes shall be 100% of the principal amount thereof. (b) The Commitment will terminate (the "EXPIRATION DATE") on the earliest of (i) the termination of the Purchase Merger Agreement in accordance with the terms thereof prior to the consummation of the Acquisition, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition Transaction without the issuance of the Notes (if such date occurs prior to the date of the first TakedownIssuance Date), (iviii) the date on which Holdings Holdings, Intermediate Holdings, the Company or any of its their respective Restricted Subsidiaries commences the marketing of any securities proposed Permanent Financing with respect to which DLJSC or any of its Affiliates is not (unless otherwise agreed to by DLJSC in its sole and absolute discretion) the sole manager or agent and exclusive manager, agent, purchaser, underwriter or lead underwriter, as arranger (if such date occurs prior to the case may be Issuance Date) and (viv) March 315:00 P.M. (New York City time) on April 15, 1998 2000 (if such earliest date, date occurs prior to the "Expiration Issuance Date"); provided PROVIDED, that if at any time on or after the date hereof an Event of Default shall have occurred and be continuing, a Purchaser may at its option terminate the its Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided further PROVIDED, FURTHER, that the Commitment Commitments shall automatically terminate, without notice to the Company or any other action on the part of Purchaserthe Purchasers, upon the occurrence of any Default described in clauses (b), (c) or (d) of Section 8.1.9 of the events specified Incorporated Agreement as incorporated by reference in Sections 7.01(eCLAUSE (i) and 7.01(f) of SECTION 7.1 with respect to any Obligor. (c) The Commitments are not revolving in nature, and principal amounts of Notes prepaid in accordance with SECTION 2.6 may not be resold to the CompanyPurchasers hereunder.

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors Company contained herein and in the other Financing Documents, the Company may at its option issue and sellsell to the Purchaser on the Issuance Date, and the Purchaser agrees to purchasepurchase on the Issuance Date, Notes in an aggregate outstanding principal amount not to exceed $125,000,000equaling the Purchaser's Commitment. The purchase price for the Notes shall be 100% of the principal amount thereof.. The Company and the Purchaser hereby acknowledge and agree that the Notes and the Warrants are part of an investment unit within the meaning of Section 1273(c)(2) of the Code. Any other provision of this Agreement to the contrary notwithstanding, the Company and the Purchaser hereby further acknowledge and agree that the total issue price of the investment unit consisting of the Notes (other than the PIK Notes) and Warrants (other than the PIK Warrants) for all federal, state and local income tax purposes is $1,000 per investment unit comprised of $995 per $1,000 principal amount of each such Note and $5 per each such Warrant. All federal, state and local income tax returns shall be filed by the Company and the Purchaser in a manner consistent in all material respects with the provisions of this clause (a) of Section 2.01. ---------- ------------ (b) The Commitment will terminate (the "Expiration Date") at 5:00 P.M. (New York City time) on the earliest of (i) the termination of the Purchase Agreement in accordance with the terms thereof prior to the consummation of the AcquisitionDecember 7, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition 1998 (if such date occurs prior to the date of the first Takedown), (iv) the date on which Holdings or any of its Subsidiaries commences the marketing of any securities with respect to which DLJSC or any of its Affiliates is not the sole manager or agent or lead underwriter, as the case may be and (v) March 31, 1998 (such earliest date, the "Expiration Issuance Date"); provided provided, that if at any time on or after the date hereof an Event of -------- Default shall have occurred and be continuing, the Purchaser may at its option terminate the its Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided provided, further that the -------- ------- Commitment shall automatically terminate, without notice to the Company or any other action on the part of the Purchaser, upon the occurrence of any of the events specified in Sections 7.01(e) and 7.01(f) with respect to the Company. (c) The Commitment is not revolving in nature, and principal amounts of Notes prepaid in accordance with Section 2.06 may not be resold hereunder to the Purchaser or any other Person.