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of common stock of Buyer having substantially the terms set
forth on Schedule 1.02(b) hereto (the "Warrants"); (iii)
through the assumption of all of the obligations of Seller
under the Bridge Loan (as defined in Section 4.10 hereof) of
$777,041,795; and (iv) through the assumption by the
Subsidiaries of all of the obligations of Parent as set
forth on Schedule 4.10(b) hereto of $7,763,924."
Additionally, amended section 4.10 reads as follows:
"4.10 Refinancing of Facilities Debt; Adjustment.
(a) Prior to the Closing Date, Seller shall
borrow such amounts as the parties agree are necessary
(including, without limitation, a borrowing in aggregate
amount of $777,041,795, such amount being borrowed in the
amount of $521,940,000 net proceeds from DBL [Drexel] and
$255,101,795 from certain Banks, collectively the "Bridge
Loan") for all of the Subsidiaries to refinance
substantially all of the aggregate long-term debt presently
allocated to the Facilities by Parent of $784,805,719 as
listed on Schedule 4.10(a) 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) Parent and Buyer agree that certain
Subsidiaries shall at the Closing assume that portion of the
long-term debt related to certain Facilities (including,
without limitation, long-term debt presently allocated to
the Facilities by Parent) in the amount of $7,763,924 as set
forth on Schedule 4.10(b) hereto.
(c) 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 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
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