Repayment Right.
In the event that, as of April 15, 2010, 90%
of the outstanding principal amount of the 2010 Notes has not been repaid,
redeemed, refinanced, exchanged or extended beyond June 30, 2011 and/or
converted to Equity Interests (other than an aggregate principal amount of 2010
Notes not to exceed the unused portion of the Notes Cash Basket on April 15,
2010), the Majority Lenders may, within three Business Days thereof, upon
written notice by the Agent to the Company, designate a date (the "Specified
Repayment Date") between April 22, 2010 and April 26, 2010 on which all
outstanding Loans must be repaid in full in cash.
11
2.19.
LOAN AUCTIONS.
(A) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS TO THE CONTRARY, THE COMPANY SHALL BE PERMITTED TO
ENTER INTO AN AUCTION SO LONG AS EACH OF THE "LENDERS" UNDER AND AS DEFINED IN
THE SENIOR CREDIT FACILITY AND THE LENDERS HEREUNDER SHALL BE OFFERED AN
OPPORTUNITY TO RATABLY PARTICIPATE IN THE APPLICABLE AUCTION AND, ON A PRO FORMA
BASIS AFTER GIVING EFFECT TO THE APPLICABLE AUCTION, (I) THE LOAN PARTIES SHALL
HAVE MAINTAINED A LIQUIDITY AVAILABILITY OF AT LEAST $300,000,000 ON AN AVERAGE
DAILY BASIS FOR EACH OF THE THREE MONTHS IMMEDIATELY ENDING PRIOR TO SUCH
AUCTION AND (II) THE COMPANY SHALL BE IN COMPLIANCE WITH SUBSECTION 6.1
IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH AUCTION.
(B) CONCURRENTLY WITH THE EFFECTIVENESS OF ANY ASSIGNMENT AND ASSUMPTION
PURSUANT TO WHICH THE COMPANY BECOMES A LENDER HEREUNDER, ANY LOANS HELD BY THE
COMPANY SHALL BE AUTOMATICALLY CANCELLED (AND MAY NOT BE RESOLD BY THE COMPANY)
AND NO INTEREST SHALL ACCRUE ON SUCH LOANS AFTER SUCH DATE.
UPON THE AUTOMATIC
CANCELLATION OF ANY LOANS HELD BY THE COMPANY, THE COMPANY SHALL NO LONGER BE A
LENDER HEREUNDER AND SUCH LOANS SHALL BE NO LONGER OUTSTANDING FOR ALL PURPOSES
OF THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS, INCLUDING, BUT NOT LIMITED TO
(I) THE MAKING OF, OR THE APPLICATION OF, ANY PAYMENTS TO THE LENDERS PURSUANT
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (II) THE MAKING OF ANY REQUEST,
DEMAND, AUTHORIZATION, DIRECTION, NOTICE, CONSENT OR WAIVER PURSUANT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, (III) THE CALCULATION OF FINANCIAL
COVENANTS, (IV) THE DETERMINATION OF MAJORITY LENDERS, OR (V) FOR ANY SIMILAR OR
RELATED PURPOSE, PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(C) THE PARTIES HERETO HEREBY AGREE THAT ANY AUCTION AND CANCELLATION OF LOANS
WILL NOT CONSTITUTE A VOLUNTARY PREPAYMENT MADE BY THE COMPANY FOR ANY PURPOSE
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND SHALL NOT BE SUBJECT TO
SUBSECTIONS 2.4, 2.12(A) OR 9.7.
2.20 PERMITTED REFINANCING INDEBTEDNESS.
(A) IN CONNECTION WITH THE PROPOSED
ISSUANCE OR INCURRENCE OF ANY PERMITTED REFINANCING INDEBTEDNESS, THE COMPANY
SHALL WITHIN TEN BUSINESS DAYS AFTER THE DATE NOTICE IS GIVEN TO THE HOLDERS OF
THE APPLICABLE EXISTING NOTES, GIVE WRITTEN NOTICE OF SUCH PERMITTED REFINANCING
INDEBTEDNESS TO THE AGENT AND THE LENDERS, WHICH NOTICE