AN
AMOUNT EQUAL TO INTEREST ON SUCH PURCHASE PRICE FOR THE PERIOD FROM THE DATE ON
WHICH THE COMPLETION OF THE REPURCHASE WOULD HAVE TAKEN PLACE BUT FOR THE
OPERATION OF THIS SECTION 6 TO THE DATE ON WHICH SUCH REPURCHASE ACTUALLY TAKES
PLACE (THE "DELAY PERIOD") AT A RATE EQUAL TO THE AVERAGE ANNUAL COST TO THE
COMPANY OF ITS AND ITS SUBSIDIARIES BANK INDEBTEDNESS OBLIGATIONS OUTSTANDING
DURING THE DELAY PERIOD OR, IF THERE ARE NO SUCH OBLIGATIONS OUTSTANDING, ONE
PERCENTAGE POINT GREATER THAN THE AVERAGE PRIME RATE CHARGED DURING SUCH PERIOD
BY ANY NATIONALLY RECOGNIZED BANK DESIGNATED BY THE COMPANY.
7.
MISCELLANEOUS.
(A)
BINDING EFFECT; BENEFITS; ASSIGNABILITY.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE
PARTIES TO THIS AGREEMENT OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN RESPECT OF ANY AGREEMENT OR ANY
PROVISION CONTAINED HEREIN.
NEITHER THIS AGREEMENT NOR ANY RIGHT, REMEDY,
OBLIGATION OR LIABILITY ARISING HEREUNDER OR BY REASON HEREOF SHALL BE
ASSIGNABLE BY THE COMPANY OR THE PURCHASER WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY.
(B)
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY THE PURCHASER AND THE
COMPANY.
THE PARTIES HERETO ACKNOWLEDGE THAT THE COMPANY'S CONSENT TO AN
AMENDMENT OR MODIFICATION OF THIS AGREEMENT IS SUBJECT TO THE TERMS AND
PROVISIONS OF THE FINANCING AGREEMENTS.
(C)
DELEGATION BY THE BOARD.
ALL OF THE POWERS, DUTIES AND
RESPONSIBILITIES OF THE BOARD SPECIFIED IN THIS AGREEMENT MAY, TO THE FULL
EXTENT PER­MITTED BY APPLICABLE LAW, BE EXERCISED AND PERFORMED BY ANY DULY
CONSTITUTED COMMITTEE THEREOF TO THE EXTENT AUTHORIZED BY THE BOARD TO EXERCISE
AND PERFORM SUCH POWERS, DUTIES AND RESPONSIBILITIES.
(D)
SECTION AND OTHER HEADINGS, ETC.
THE SECTION AND OTHER HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
(E)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TOGETHER
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SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THE PARTIES HERETO AGREE TO
ACCEPT A SIGNED FACSIMILE COPY OF THIS AGREEMENT AS A FULLY BINDING ORIGINAL.
- Signature page follows -
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IN WITNESS WHEREOF, the Company and the Purchaser have executed this Agreement
as of the date first above written.
LHP HOLDING CORP.
By:
Name:
Title:
PURCHASER
"Name"
By:
as Attorney-in-Fact
Name:
Number of Shares
of Common Stock to be
Purchased:
"Shares"
Aggregate Purchase
Price for Shares:
$"Share_Amount"
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