LENDERS
AND (III) EACH OF THE ADDITIONAL LENDERS;
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF EACH
LOAN PARTY, DATED THE REPRICING EFFECTIVE DATE, SUBSTANTIALLY IN THE FORM OF
EXHIBIT B TO THE CREDIT AGREEMENT, WITH APPROPRIATE INSERTIONS AND ATTACHMENTS
INCLUDING THE CERTIFICATE OF INCORPORATION OF EACH LOAN PARTY THAT IS A
CORPORATION CERTIFIED BY THE RELEVANT AUTHORITY OF THE JURISDICTION OF
ORGANIZATION OF SUCH LOAN PARTY AND A LONG FORM GOOD STANDING CERTIFICATE FOR
EACH LOAN PARTY FROM ITS JURISDICTION OF ORGANIZATION;
3
PROVIDED THAT IN LIEU OF DELIVERING CERTIFICATES OF INCORPORATION FOR EACH LOAN
PARTY, BORROWER MAY DELIVER A CERTIFICATE OF A DULY AUTHORIZED OFFICER
CERTIFYING THAT THERE HAVE BEEN NO MATERIAL AMENDMENTS TO THOSE CERTIFICATES OF
INCORPORATION PREVIOUSLY DELIVERED TO BSCL, AS THE ADMINISTRATIVE AGENT, IN
CONNECTION WITH ORIGINAL CREDIT AGREEMENT OR THE RESTATEMENT EFFECTIVE DATE;
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FOLLOWING
EXECUTED LEGAL OPINIONS:
THE LEGAL OPINION OF KIRKLAND & ELLIS LLP, COUNSEL TO
HOLDINGS, THE BORROWER AND ITS SUBSIDIARIES, IN FORM REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT; SUCH LEGAL OPINION SHALL COVER SUCH OTHER MATTERS
INCIDENT TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE;
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY
TO IT THAT THE BORROWER HAS MADE THE PAYMENT REFERRED TO IN SECTION 3(D) BELOW
OR IS MAKING SUCH PAYMENT ON THE REPRICING EFFECTIVE DATE WITH THE CASH PROCEEDS
OF THE TRANCHE B TERM LOANS AND SUCH OTHER FUNDS OF THE BORROWER AS MAY BE
REQUIRED;
(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED PAYMENT IN
IMMEDIATELY AVAILABLE FUNDS OF ALL REASONABLE AND DOCUMENTED EXPENSES INCURRED
BY THE ADMINISTRATIVE AGENT (INCLUDING, WITHOUT LIMITATION, REASONABLE AND
DOCUMENTED LEGAL FEES) THEN REIMBURSABLE UNDER THE CREDIT AGREEMENT (INCLUDING
IN CONNECTION WITH THIS AMENDMENT AND THE DOCUMENTS AND TRANSACTIONS RELATED
HERETO) AND FOR WHICH INVOICES HAVE BEEN PRESENTED ON OR BEFORE THE REPRICING
EFFECTIVE DATE; AND
(G)
EACH OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 6 BELOW
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 3.
LENDING OF TRANCHE B TERM LOANS.
SUBJECT TO THE
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2 HEREOF, THE PARTIES HERETO
AGREE AS FOLLOWS:
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH
CONTINUING LENDER AND EACH ADDITIONAL LENDER (COLLECTIVELY, THE "TRANCHE B TERM
LENDERS") AGREES TO MAKE TERM LOANS (THE "TRANCHE B TERM LOANS") TO THE BORROWER
ON THE REPRICING EFFECTIVE DATE IN AMOUNTS EQUAL TO ITS TRANCHE B TERM
COMMITMENT (AS DEFINED BELOW).
NOTWITHSTANDING ANYTHING HEREIN OR IN THE CREDIT
AGREEMENT TO THE CONTRARY, THE AGGREGATE PRINCIPAL AMOUNT OF THE TRANCHE B TERM
LOANS SHALL NOT EXCEED THE AGGREGATE PRINCIPAL AMOUNT OF THE EXISTING TERM LOANS
IMMEDIATELY PRIOR TO THE REPRICING EFFECTIVE DATE.
FOR PURPOSES HEREOF, A
PERSON SHALL BECOME AN ADDITIONAL LENDER AND A PARTY TO THE CREDIT AGREEMENT BY
EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT, ON OR PRIOR TO THE
REPRICING EFFECTIVE DATE, A SIGNATURE PAGE TO THIS AMENDMENT