Laidlaw Transportation, Inc. and Subsidiaries - Page 78

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          $975,153,806.  We disagree.  The investment bankers did not                 
          propose to raise $975,153,806.  Dean Witter proposed to use                 
          subordinated notes to raise $325 million.  Bear Stearns proposed            
          to raise $300 million ($100 million subordinated debt, $100                 
          million stock sale, and $100 million convertible subordinated               
          debentures).  Donaldson, Lufkin & Jenrette proposed to raise up             
          to $350 ($80 million from common stock, $100 million from                   
          convertible debentures, and $170 million from subordinated debt).           
          The investment bankers' proposals relied on equity financing                
          which petitioners could not do.                                             
               Petitioners contend that the debt to equity ratios in their            
          loan agreements with the banks were not important because they              
          were waivable.  We disagree.  Even if a term in the written                 
          agreements could be waived, that does not make that term                    
          unimportant.                                                                
               Petitioners contend that RBC, TDB, and FNBC would have lent            
          them $975,153,806.  Petitioners rely on DeGroote's testimony that           
          he had good relations with those banks.  DeGroote testified that            
          commercial lenders inundated LTL with offers to lend petitioners            
          funds and that RBC, TDB, and FNBC had banking relationships with            
          LTL.  His general testimony on this point does not convince us              
          that they would have lent petitioners as much as LIIBV did.                 
               Haworth testified that petitioners could have borrowed money           
          from commercial lenders based on petitioners' regular contacts              
          with LTL's banks.  Rademacher and Jacobs testified that they                
          would have lent as much money to petitioners as LIIBV did.  The             



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