A REGISTERED PUBLIC
OFFERING OR (IF A SHELF REGISTRATION IS NOT IMMEDIATELY AVAILABLE) A PRIVATE
PLACEMENT FOR RESALE PURSUANT TO RULE 144A AND/OR REGULATION S WITH STANDARD SEC
REGISTRATION RIGHTS FOR RULE 144A OFFERINGS;
(II)
SUCH DEMAND SECURITIES WILL NOT MATURE ANY EARLIER THAN SIX
MONTHS AFTER THE SCHEDULED MATURITY OF THE SENIOR FACILITIES (AS IN EFFECT ON
THE MERGER CLOSING DATE) AND WILL CONTAIN SUCH TERMS, COVENANTS, EVENTS OF
DEFAULT, SUBORDINATION PROVISIONS, AND REDEMPTION PROVISIONS, AND SHALL BE
DENOMINATED IN SUCH CURRENCIES, AS ARE CUSTOMARY FOR SIMILAR FINANCINGS AS
DETERMINED BY THE BOOKRUNNERS IN CONSULTATION WITH THE BORROWER;
(III)
SUCH DEMAND SECURITIES WILL BEAR A FIXED RATE OF INTEREST (OR AN
EQUIVALENT FLOATING RATE, BASED ON THE SWAP RATE FOR FLOATING INSTRUMENTS WITH
THE SAME CALL PROTECTION AND TAKING INTO ACCOUNT SWAP COSTS AND OTHER RELEVANT
FACTORS, PROVIDED THAT NO MORE THAN 30% OF THE AGGREGATE PRINCIPAL AMOUNT OF
DEMAND SECURITIES WILL BEAR A FLOATING RATE OF INTEREST, UNLESS THE BORROWER
OTHERWISE CONSENTS) BASED ON THEN PREVAILING MARKET CONDITIONS AS DETERMINED BY
THE BOOKRUNNERS; PROVIDED, HOWEVER, THAT, WITHOUT THE BORROWER'S CONSENT, THE
TOTAL INTEREST RATE PER ANNUM PAYABLE ON SUCH DEMAND SECURITIES SHALL NOT EXCEED
12.5% IN RESPECT OF DEMAND SECURITIES DENOMINATED IN STERLING AND 11.5% IN
RESPECT OF DEMAND SECURITIES DENOMINATED IN EURO OR DOLLARS;
(IV)
NO MORE THAN £200,000,000 OF THE DEMAND SECURITIES SHALL BE
DENOMINATED IN STERLING, UNLESS THE BOOKRUNNERS DECIDE OTHERWISE; AND
(V)
ALL OTHER ARRANGEMENTS WITH RESPECT TO SUCH DEMAND SECURITIES
SHALL BE REASONABLY SATISFACTORY IN ALL RESPECTS TO THE BOOKRUNNERS IN LIGHT OF
THEN PREVAILING MARKET CONDITIONS AND THE FINANCIAL CONDITION AND PROSPECTS OF
THE GROUP AT THE DATE OF SALE OF THE DEMAND SECURITIES.
(B)
FOLLOWING THE ISSUANCE OF A SECURITIES NOTICE, THE BORROWER WILL
ASSIST THE BOOKRUNNERS IN CONNECTION WITH CUSTOMARY MARKETING EFFORTS FOR THE
SALE OF ANY SUCH DEMAND SECURITIES, INCLUDING BY TAKING THE ACTIONS SET FORTH IN
PARAGRAPH (B) OF CLAUSE 19.22 (NEW HIGH YIELD NOTES) (WITH REFERENCES THEREIN TO
"NEW HIGH YIELD NOTES" BEING DEEMED TO BE REFERENCES TO "DEMAND SECURITIES").
19.24
EXTENDED TERM LOAN DOCUMENTS.
(A)
THE BORROWER AND THE FACILITY AGENT (BOTH ACTING REASONABLY)
SHALL, AS PROMPTLY AS PRACTICABLE FOLLOWING THE DATE THAT IS 9 MONTHS FOLLOWING
THE UTILISATION DATE AND IN ANY EVENT PRIOR TO THE INITIAL MATURITY DATE, AGREE
THE FORM OF A CREDIT AGREEMENT TO GOVERN THE EXTENDED TERM LOANS (THE "EXTENDED
TERM LOAN CREDIT AGREEMENT") HAVING TERMS AND CONDITIONS CONSISTENT WITH THE
SUMMARY TERMS AND CONDITIONS OF EXTENDED TERM LOANS.
97
(B)
EACH OBLIGOR, EACH LENDER, THE FACILITY AGENT AND THE SECURITY
TRUSTEE SHALL, AS PROMPTLY AS PRACTICABLE (FOLLOWING THE AGREEMENT UPON THE FORM
THEREOF PURSUANT TO PARAGRAPH (A) OF THIS CLAUSE 19.24) AFTER BEING REQUESTED TO
DO SO BY THE FACILITY AGENT OR THE BORROWER (THROUGH THE FACILITY AGENT) AND IN
ANY EVENT PRIOR TO THE INITIAL MATURITY DATE, ENTER INTO THE EXTENDED TERM LOAN
CREDIT AGREEMENT.
THE BORROWER SHALL CAUSE COUNSEL TO THE OBLIGORS TO DELIVER
TO THE FACILITY