EACH OF ITS
SUBSIDIARIES SHALL) USE ITS REASONABLE BEST EFFORTS TO ISSUE AND SELL THE NEW
HIGH YIELD NOTES AT A TIME AND ON TERMS TO BE DETERMINED BY THE BORROWER IN
CONSULTATION WITH THE MANDATED LEAD ARRANGERS.
(B)
IN CONNECTION WITH AN OFFERING OF NEW HIGH YIELD NOTES, THE
BORROWER SHALL (AND IT SHALL PROCURE THAT EACH OF ITS SUBSIDIARIES SHALL, AS
APPLICABLE):
(I)
PREPARE AN OFFERING MEMORANDUM AND REGISTRATION STATEMENT AND
OTHER MATERIALS RELATING TO THE NEW HIGH YIELD NOTES (OR IF A SHELF REGISTRATION
IS NOT AVAILABLE, PREPARE AN OFFERING MEMORANDUM IN CUSTOMARY FORM FOR HIGH
YIELD BOND OFFERINGS PURSUANT TO RULE 144A/REGULATION S, WITH SEC REGISTRATION
RIGHTS) (INCLUDING, IN EACH CASE, ALL HISTORICAL, PRO FORMA AND OTHER FINANCIAL
AND OTHER INFORMATION REQUIRED UNDER APPLICABLE SECURITIES LAWS GIVING DUE
REGARD TO THE FINANCIAL CONDITION AND PROSPECTS OF THE BORROWER AND TO THE TYPE
OF INFORMATION AND LEVEL OF DETAIL OF SUCH INFORMATION THAT IS REASONABLY
REQUIRED TO MARKET THE NEW HIGH YIELD NOTES) AND, IN CONNECTION WITH ANY RESALE
PROSPECTUS, WHICH WILL SPECIFY WHETHER ANY HOLDERS OF NEW HIGH YIELD NOTES ARE
SELLING NEW HIGH YIELD NOTES PURSUANT TO SUCH OFFERING MEMORANDUM;
(II)
SATISFY (TO THE EXTENT APPLICABLE) CUSTOMARY CLOSING CONDITIONS
AND OTHER REQUIREMENTS FOR SUCH BOND OFFERINGS, INCLUDING DELIVERY OF LEGAL
OPINIONS AND AUDITORS' COMFORT LETTERS;
(III)
PREPARE, PARTICIPATE IN AND COMPLETE THE APPROPRIATE RATINGS
AGENCY PRESENTATIONS;
(IV)
TO THE EXTENT REASONABLY REQUESTED BY THE MANDATED LEAD ARRANGERS,
LIST THE NEW HIGH YIELD NOTES ON AN STOCK EXCHANGE CHOSEN BY THE BORROWER AND
ACCEPTABLE TO THE MANDATED LEAD ARRANGERS;
(V)
PREPARE, PARTICIPATE IN AND COMPLETE A "ROAD SHOW" AND MEETINGS
WITH RESEARCH ANALYSTS; AND
(VI)
ENTER INTO AN UNDERWRITING AGREEMENT WITH RESPECT TO THE NEW HIGH
YIELD NOTES ON TERMS NOT LESS FAVORABLE TO THE BORROWER THAN THE EQUIVALENT
PROVISIONS IN THE PARENT'S MOST RECENT UNDERWRITING AGREEMENT.
19.23
SECURITIES DEMAND.
(A)
UPON NOTICE BY AT LEAST THREE OF THE BOOKRUNNERS (A "SECURITIES
NOTICE") AT ANY TIME AND FROM TIME TO TIME FOLLOWING THE DATE THAT IS 6 MONTHS
AFTER THE MERGER CLOSING DATE AND PRIOR TO THE DATE THAT IS TWELVE MONTHS AFTER
THE MERGER CLOSING DATE, THE BORROWER WILL, AFTER A ROAD SHOW AND MARKETING
PERIOD (THE BORROWER TO ASSIST WITH SUCH MARKETING EFFORTS IN ACCORDANCE WITH
96
PARAGRAPH (B) BELOW) CUSTOMARY FOR SIMILAR OFFERINGS (AS DETERMINED BY THE
BOOKRUNNERS AFTER CONSULTATION WITH THE BORROWER AND IN ANY EVENT OF A DURATION
OF NOT LESS THAN 10 BUSINESS DAYS), ISSUE AND SELL SUCH AGGREGATE PRINCIPAL
AMOUNT OF STERLING, DOLLAR AND/OR EURO DENOMINATED DEBT SECURITIES (SUCH
DENOMINATION AS DETERMINED IN ACCORDANCE WITH CLAUSES (II) AND IV) BELOW) (THE
"DEMAND SECURITIES") AS WILL GENERATE GROSS PROCEEDS SUFFICIENT TO REFINANCE (IN
WHOLE OR IN PART, AS DETERMINED BY THE BOOKRUNNERS IN THEIR SOLE DISCRETION) THE
FACILITY, IN EACH CASE UPON SUCH TERMS AND CONDITIONS AS MAY BE REASONABLY
SPECIFIED BY THE BOOKRUNNERS IN SUCH SECURITIES NOTICE; PROVIDED, HOWEVER, THAT:
(I)
SUCH DEMAND SECURITIES WILL BE ISSUED THROUGH