TO BE MADE.
SECTION 2.03.
Repayment of Bridge Loans; Option to Rollover Bridge Loans.
(A)
INITIAL MATURITY DATE. THE BORROWERS, JOINTLY AND SEVERALLY, AGREE
TO REPAY TO THE ADMINISTRATIVE AGENT FOR THE RATABLE ACCOUNT OF THE LENDERS THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE BRIDGE LOANS ON THE EARLIER OF (X)
ONE YEAR FOLLOWING THE INITIAL FUNDING DATE OF THE BRIDGE LOANS AND (Y) THE
CLOSING DATE OF THE ISSUANCE AFTER THE DATE HEREOF BY BMCA OF ANY DEBT OR EQUITY
SECURITIES IN A CAPITAL MARKETS TRANSACTION (THE "INITIAL MATURITY DATE").
(B)
ROLLOVER LOANS. SUBJECT TO THE TERMS AND CONDITIONS HEREOF AND THE
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2.03(C), EACH LENDER
SEVERALLY AGREES THAT, IF BMCA HAS FAILED TO ISSUE DEBT OR EQUITY SECURITIES
REFERRED TO IN SUBSECTION (A)(Y) ABOVE IN AN AMOUNT SUFFICIENT TO REPAY THE
BRIDGE LOANS PRIOR TO THE DATE SET FORTH IN SUBSECTION (A)(X) ABOVE AND THE
BRIDGE LOANS OF SUCH LENDER HAVE NOT BEEN REPAID ON OR BEFORE SUCH DATE, THE
THEN OUTSTANDING PRINCIPAL AMOUNT OF SUCH LENDER'S BRIDGE LOAN SHALL
AUTOMATICALLY BE CONVERTED INTO A SENIOR TERM LOAN (A "ROLLOVER LOAN") TO THE
BORROWERS ON SUCH DATE (AND IF SUCH CONVERSION OCCURS, SUCH DATE SHALL ALSO BE
REFERRED TO HEREIN AS THE "ROLLOVER DATE"), IN AN AGGREGATE
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principal amount equal to the then outstanding principal amount of the Bridge
Loans of such Lender (including any accrued interest thereon not required to be
paid in cash), with a maturity of eight years after the Closing Date (the "Final
Maturity Date").
(C)
CONDITIONS TO ROLLOVER. THE CONVERSION OF THE BRIDGE LOANS TO
ROLLOVER LOANS ON THE ROLLOVER DATE SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS
PRECEDENT:
(I)
NO DEFAULT DESCRIBED IN SECTIONS 6.01(A), (D) IN RESPECT OF THE
PAYMENT OF ANY FEE PAYABLE BY THE BORROWERS IN CONNECTION WITH THE ROLLOVER
LOANS, (E) OR (F) SHALL HAVE OCCURRED AND BE CONTINUING; PROVIDED, HOWEVER, THAT
IF ANY SUCH DEFAULT DESCRIBED IN SECTIONS 6.01(A), 6.01(D) OR 6.01(E) IS
CONTINUING ON THE PROPOSED ROLLOVER DATE AND IS SUBJECT TO CURE DURING A GRACE
PERIOD, EACH OF THE ROLLOVER DATE AND THE INITIAL MATURITY DATE SHALL BE
DEFERRED UNTIL THE CURE OF SUCH DEFAULT WITHIN THE RESPECTIVE GRACE PERIOD, AND
IF SUCH DEFAULT IS NOT CURED BY THE LAST DAY OF SUCH GRACE PERIOD, THE BRIDGE
LOANS SHALL BE DUE AND PAYABLE ON SUCH LAST DAY; AND
(II)
ALL FEES, EXPENSES AND OTHER PAYMENTS DUE TO THE LENDERS IN
CONNECTION WITH SUCH CONVERSION AND OWING UNDER THE LOAN DOCUMENTS SHALL HAVE
BEEN PAID IN FULL IN CASH.
(D)
EXCHANGE OF ROLLOVER LOANS FOR EXCHANGE NOTES. (I)
ON ANY
BUSINESS DAY AFTER THE ROLLOVER DATE, ANY LENDER MAY ELECT TO EXCHANGE ALL OR
ANY PORTION OF ITS ROLLOVER LOAN FOR ONE OR MORE EXCHANGE NOTES BY GIVING NOT
LESS THAN THREE BUSINESS DAYS' PRIOR IRREVOCABLE WRITTEN NOTICE TO BMCA, THE
ADMINISTRATIVE AGENT AND THE EXCHANGE NOTE TRUSTEE SPECIFYING THE PRINCIPAL
AMOUNT OF ITS ROLLOVER LOAN TO