Common use of The Bridge Loans Clause in Contracts

The Bridge Loans. (a) In reliance upon the representations and warranties of the Borrower set forth herein and subject to the terms and conditions herein set forth, each of the Lenders severally agrees to make a Bridge Loan to the Borrower on the Closing Date in the amount of such Lender's Commitment. The proceeds of each Bridge Loan shall be disbursed by wire transfer on the Closing Date as provided in written instructions delivered by the Borrower to each of the Lenders on or prior to the third Business Day prior to the Closing Date. Each Bridge Loan will mature on the Initial Maturity Date or, in the case of an extension pursuant to Section 2.2, the Final Maturity Date. Any portion of any Lender's Commitment not utilized in the drawdown on the Closing Date will terminate on the Closing Date. Once repaid or prepaid, the Bridge Loans may not be reborrowed. (b) Each Lender shall have the unconditional right, at any time after sixty (60) days from the Closing Date, to convert the Bridge Loans held by such Lender into senior subordinated increasing rate notes (the "CONVERSION NOTES") at its sole discretion; the Conversion Notes shall have substantially the same terms as the Bridge Loans, shall be issued under an indenture which complies with the Trust Indenture Act and shall be "restricted securities" as defined by the Securities Act of 1933 but shall have the same registration rights as set forth under the heading "Registration Rights" in EXHIBIT C hereto. Each Lender may elect such conversion by giving irrevocable written notice of such election to the Borrower, the Agents and, if appointed, the trustee for the Conversion Notes specifying the principal amount of its Bridge Loan to be converted (which shall be at least $1,000,000 and integral multiples of $1,000 in excess thereof) and subject to Section 6.1, the name of the proposed registered holder and, subject to the terms of the indenture for the Conversion Notes, the amount of each Conversion Note requested (each such notice, a "CONVERSION NOTICE"). Any Conversion Notice shall set forth the date on which such conversion shall occur (the "CONVERSION DATE") and shall be given (i) in the case of the initial Conversion Notice, at least 30 days prior to the initial issuance of the Conversion Notes and (ii) in the AGCO Bridge Loan Agreement case of subsequent Conversion Notices, at least 30 days prior to the initial issuance of the Conversion Notes or at least three Business Days prior to any subsequent issuance of the Conversion Notes. Bridge Loans converted for Conversion Notes pursuant to this Section 2.1(b) shall be deemed repaid and canceled and the Conversion Notes so issued shall be governed by and construed in accordance with the provisions of the indenture for the Conversion Notes. If the Bridge Loans are converted to senior subordinated increasing rate notes, the Borrower, upon request, shall be required to ensure that the Conversion Notes are DTC eligible.

The Bridge Loans. (a) In reliance upon On the representations and warranties of the Borrower set forth herein and subject to Amendment No. 8 Effective Date, each Bridge Bank with a Bridge Term Commitment severally agrees, on the terms and conditions herein set forthforth in this Agreement, each of the Lenders severally agrees to make a Bridge Loan single loan to the Borrower in a principal amount equal to its Bridge Term Commitment on the Closing Date such date (each such loan, a "Bridge Term Loan"). The Bridge Term Loans are not revolving in the amount nature and any amounts of such Lender's Commitment. The proceeds of each Bridge Loan shall be disbursed by wire transfer on the Closing Date as provided in written instructions delivered by the Borrower to each of the Lenders on or prior to the third Business Day prior to the Closing Date. Each Bridge Loan will mature on the Initial Maturity Date or, in the case of an extension pursuant to Section 2.2, the Final Maturity Date. Any portion of any Lender's Commitment not utilized in the drawdown on the Closing Date will terminate on the Closing Date. Once Term Loans repaid or prepaid, the Bridge Loans prepaid may not be reborrowed. (b) Each Lender From time to time prior to the Amendment No. 8 Effective Date, each Bridge Bank has made loans to the Borrower pursuant to Section 2.01 of this Agreement as in effect prior to the Amendment No. 8 Effective Date. From time to time on and after the Amendment No. 8 Effective Date but prior to the Bridge Termination Date, each Bridge Bank severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Borrower (each such loan and each other loan made pursuant to Section 2.01 of this Agreement prior to the Amendment No. 8 Effective Date, a "Bridge Revolving Loan") in amounts such that the outstanding principal amount of such Bridge Bank's Bridge Revolving Loans shall have not exceed, in the unconditional right, aggregate at any time after sixty (60) days from the Closing Date, to convert the Bridge Loans held by such Lender into senior subordinated increasing rate notes (the "CONVERSION NOTES") at its sole discretion; the Conversion Notes shall have substantially the same terms as the Bridge Loans, shall be issued under an indenture which complies with the Trust Indenture Act and shall be "restricted securities" as defined by the Securities Act of 1933 but shall have the same registration rights as set forth under the heading "Registration Rights" in EXHIBIT C hereto. Each Lender may elect such conversion by giving irrevocable written notice of such election to the Borrowertime, the Agents and, if appointed, the trustee for the Conversion Notes specifying the principal amount of its Bridge Loan to be converted (which Revolving Commitment. Each Bridge Borrowing under this Section 2.01(b) shall be at least $1,000,000 and integral multiples in an aggregate principal amount of $1,000 500,000 or any larger multiple thereof (except that any such Bridge Borrowing may be in excess thereof) and subject to Section 6.1, the name aggregate amount of the proposed registered holder and, subject to the terms of the indenture for the Conversion Notes, the amount of each Conversion Note requested (each such notice, a "CONVERSION NOTICE"). Any Conversion Notice shall set forth the date on which such conversion shall occur (the "CONVERSION DATE"unused Bridge Revolving Commitments) and shall be given (imade by the several Bridge Banks ratably in proportion to their respective Bridge Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), repay, or to the extent permitted by Section 2.10 or Section 2.11, prepay Bridge Revolving Loans and reborrow under this Section 2.01(b) in the case of the initial Conversion Notice, at least 30 days any time prior to the initial issuance of the Conversion Notes and (ii) in the AGCO Bridge Loan Agreement case of subsequent Conversion Notices, at least 30 days prior to the initial issuance of the Conversion Notes or at least three Business Days prior to any subsequent issuance of the Conversion NotesTermination Date. Bridge Loans converted for Conversion Notes pursuant to this Section 2.1(b) shall be deemed repaid and canceled and the Conversion Notes so issued shall be governed by and construed in accordance with the provisions of the indenture for the Conversion Notes. If the Bridge Loans are converted to senior subordinated increasing rate notes, the Borrower, upon request, shall be required to ensure that the Conversion Notes are DTC eligible.27009/007/AMEND.96/amend.8 4