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DBL [Drexel Burnham Lambert Incorporated], the "Bridge
Loan") for all of the Subsidiaries to refinance all or
substantially all of the long-term debt presently allocated
to the Facilities by Parent as listed on Schedule 4.10
hereto, such allocated long-term debt having been evidenced
by promissory notes of the Subsidiaries to Parent (the
"Existing Notes"). The Bridge Loan shall contain terms and
provisions reasonably acceptable to Buyer.
(b) If any portion of the long-term debt related
to any Facility (including, without limitation, long-term
debt presently allocated to the Facilities by Parent) can,
according to its terms, be assumed by a Subsidiary, and if
Buyer and Parent mutually agree to have a Subsidiary assume
that debt, the Subsidiary shall assume that debt, the
principal amount of the Existing Note related thereto shall
be cancelled and the Cash Purchase Price shall be reduced by
the principal amount of the debt so assumed. Seller shall
lend the proceeds of the Bridge Loan to each of the
Subsidiaries in the amount of the principal amount of the
Existing Notes not so cancelled in exchange for promissory
notes (the "New Notes") of each of the Subsidiaries having
terms substantially similar to the terms of the promissory
note underlying the Bridge Loan. Seller shall cause each of
the Subsidiaries to repay the principal amount of the
Existing Notes not so cancelled prior to the Closing.
Parent shall use its best efforts to apply all funds paid by
the Subsidiaries in repayment of the Existing Notes to
discharge all or substantially all of that portion of the
indebtedness of Parent allocated to the Subsidiaries,
either, to the extent possible, by direct payment to the
obligees of such indebtedness or to a trustee through
advance refunding of such indebtedness. The repayment or
the advanced refunding of such indebtedness shall occur to
the extent possible as promptly as practicable following the
Closing.
(c) If Parent shall borrow, or cause Seller or
the Subsidiaries to borrow any funds in addition to the
Bridge Loan in order to refinance any long-term debt
presently allocated to the Facilities, Parent or Seller
shall apply the proceeds of such borrowing to such
refinancing in the same manner as the proceeds of the Bridge
Loan, Buyer shall assume all of the obligations of Parent
and Seller in connection with such borrowings at the Closing
and the Cash Purchase Price shall be reduced by the amount
of the debt so assumed; provided, however, that the terms of
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Last modified: May 25, 2011