OF CREDITORS, HAS
A RECEIVER APPOINTED, CEASES FOR ANY REASON TO CARRY ON BUSINESS OR IS UNABLE TO
PAY ITS DEBTS GENERALLY.
SECTION 9.03
RIGHT OF FIRST REFUSAL.
(A)
ROFR PERIOD.
FOR A PERIOD (THE "ROFR PERIOD") BEGINNING 12 MONTHS
PRIOR TO THE END OF THE SCHEDULED EXPIRATION OF THIS AGREEMENT PURSUANT TO
SECTION 9.01 AND ENDING 48 MONTHS AFTER EXPIRATION OF THIS AGREEMENT, REGAL
SHALL NOT ENTER INTO ANY AGREEMENT OR ARRANGEMENT WITH A THIRD PARTY (WHETHER IN
WRITING OR OTHERWISE) (AN "ALTERNATIVE AGREEMENT") TO RECEIVE SERVICES THAT WERE
BEING PROVIDED BY LLC TO REGAL AT ANY TIME DURING THE ONE-YEAR PERIOD ENDING ON
EXPIRATION OF THIS AGREEMENT ("DESIGNATED SERVICES") WITHOUT COMPLYING WITH THIS
SECTION 9.03.
(B)
ROFR NOTICE.
BEFORE ENTERING INTO OR COMMITTING TO ENTER INTO AN
ALTERNATIVE AGREEMENT, REGAL SHALL PRESENT TO LLC NOTICE (THE "ROFR NOTICE")
CONTAINING A SUMMARY OF ALL MATERIAL TERMS AND CONDITIONS OF THE PROPOSED
ALTERNATIVE AGREEMENT.
THE ROFR NOTICE SHALL STATE THAT REGAL INTENDS TO ENTER
INTO THE ALTERNATIVE AGREEMENT AND SHALL CERTIFY THAT THERE ARE NO OTHER DIRECT
OR INDIRECT ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE PROVISION OF THE
DESIGNATED SERVICES THAT HAVE NOT BEEN DISCLOSED TO LLC.
(C)
INFORMATION REQUEST.
REGAL SHALL PROVIDE LLC SUCH ADDITIONAL AND
SUPPLEMENTAL INFORMATION AS LLC SHALL REASONABLY REQUEST WITHIN 10 DAYS OF
RECEIVING SUCH REQUEST AND REGAL SHALL COOPERATE FULLY WITH LLC IN ITS
EVALUATION OF THE ALTERNATIVE AGREEMENT.
(D)
ROFR RESPONSE.
LLC SHALL HAVE THE RIGHT DURING A PERIOD ENDING
90 DAYS AFTER SUBMISSION OF THE ALTERNATIVE AGREEMENT (OR IN THE EVENT
ADDITIONAL INFORMATION IS REQUESTED BY LLC, WITHIN 90 DAYS AFTER THE FINAL
SUBMISSION TO LLC OF SUCH ADDITIONAL
41
INFORMATION) (THE "ROFR RESPONSE PERIOD") TO GIVE REGAL WRITTEN NOTICE (THE
"ROFR RESPONSE") THAT IT EITHER (I) WILL ENTER INTO AN AGREEMENT WITH REGAL
PROVIDING REGAL WITH THE DESIGNATED SERVICES ON TERMS AND CONDITIONS NO LESS
FAVORABLE TO REGAL THAN THOSE CONTAINED IN THE ALTERNATIVE AGREEMENT OR
(II) DOES NOT SEEK TO PROVIDE THE DESIGNATED SERVICES.
(E)
NEGOTIATION REGARDING PORTION OF DESIGNATED SERVICES.
IF ANY OF
THE DESIGNATED SERVICES TO BE PROVIDED BY THE ALTERNATIVE AGREEMENT CANNOT
REASONABLY BE PROVIDED BY LLC, THEN LLC AND REGAL SHALL NEGOTIATE IN GOOD FAITH
DURING THE ROFR RESPONSE PERIOD AS TO LLC'S ABILITY TO PROVIDE CERTAIN PORTIONS
OF THE DESIGNATED SERVICES; PROVIDED THAT SHOULD (X) REGAL AND LLC FAIL TO REACH
AGREEMENT ON LLC'S PROVISION OF THE DESIGNATED SERVICES IN PART AND (Y) LLC
FAILS TO AGREE TO PROVIDE ALL OF THE DESIGNATED SERVICES BY THE END OF THE ROFR
RESPONSE PERIOD, THEN REGAL SHALL BE PERMITTED TO ENTER INTO THE ALTERNATIVE
AGREEMENT ON TERMS NO LESS FAVORABLE TO REGAL THAN THOSE SET FORTH IN THE ROFR
NOTICE AS PROVIDED IN SECTION 9.03(B) ABOVE.
IF REGAL FAILS TO ENTER INTO SUCH
ALTERNATIVE AGREEMENT WITHIN 45 DAYS AFTER THE END OF THE ROFR RESPONSE PERIOD,
THEN THE PROCEDURES SET FORTH IN THIS SECTION 9.03 SHALL ONCE AGAIN BECOME
APPLICABLE.
(F)
ALTERNATIVE PROPOSALS.
DURING THE