Appears in 2 contracts

Samples: Separation Agreement (Usw-C Inc), Separation Agreement (U S West Inc /De/)

Refinancing of Indebtedness. Following consummation of the Reorganization, U S WEST shall cause the following actions to be taken with respect to certain indebtedness of U S WEST and its Subsidiaries (as used in this Section 3.2, all references to "amounts" or "aggregate principal amounts" of any indebtedness shall refer to the face amount of such indebtedness): (a) A newly formed direct or indirect Subsidiary of U S WEST ("~~FinanceCo~~FINANCECO") shall incur an aggregate principal amount of indebtedness equal to the difference between (i) the sum of (A) the total aggregate principal amount of the Capital Funding Indebtedness attributed to the Media Group plus (B) the total aggregate principal amount of the Financial Services Indebtedness plus (C) an aggregate principal amount of indebtedness sufficient to fund the costs and expenses ~~which are the responsibility of~~ payable by the U S WEST Group in connection with the Separation, as well as any negative Pre-Separation Adjustment and (ii) the sum of (A) $3.9 billion plus (B) if the AirTouch Transaction is consummated, the amount of the AirTouch Funds (the "~~MediaOne New Indebtedness~~MEDIAONE NEW INDEBTEDNESS"). All of the indebtedness incurred by FinanceCo shall be guaranteed by U S WEST. (b) FinanceCo shall lend to Financial Services an amount of funds equal to the total aggregate principal amount of the Financial Services Indebtedness. (c) FinanceCo shall lend to each of (i) PCS Holdings, (ii) Interactive Services, (iii) Financial ~~Services,~~ Services and (iv) ~~International and (v) MediaOne Real Estate, Inc. (formerly~~ U S WEST Real Estate, Inc.), a Colorado corporation ("~~Real Estate~~REAL ESTATE"), an amount of funds equal to the Intercompany Indebtedness of such entity. Each such entity shall, in turn, use the funds so borrowed from FinanceCo to repay its Intercompany Indebtedness. (d) ~~U S WEST~~ FinanceCo shall ~~assume~~ lend to International an amount of funds equal to the difference between (i) the Intercompany Indebtedness of International and (ii) the indebtedness owed by Capital Funding to International. International shall, in turn, use the funds so borrowed from FinanceCo to repay a corresponding aggregate principal amount of its Intercompany Indebtedness. International shall transfer to Capital Funding the indebtedness owed by Capital Funding to International~~. U S WEST shall~~, ~~in turn, contribute such indebtedness to FinanceCo~~thereby cancelling the remaining Intercompany Indebtedness of International. (e) FinanceCo shall lend to MediaOne Delaware an amount of funds equal to the sum of the Intercompany Indebtedness of Multimedia and MediaOne Delaware (after giving effect to the assumption made pursuant to Section 3.1(c)). MediaOne Delaware shall, in turn, use a portion of the funds so borrowed from FinanceCo to repay its Intercompany Indebtedness and shall distribute as a dividend to Multimedia the balance of the funds so borrowed from FinanceCo. Multimedia shall, in turn, use such balance of funds to repay its Intercompany Indebtedness. (f) Capital Funding shall repay a portion of the indebtedness owed by Capital Funding to U S WEST equal to the aggregate principal amount of the Intercompany Indebtedness of U S WEST Federal ~~Relations~~ Relations, Inc., a Delaware corporation ("FEDERAL RELATIONS"), by distributing to U S WEST the Intercompany Indebtedness of Federal Relations. U S WEST will, in turn, contribute as a capital contribution to Federal Relations such Intercompany Indebtedness and Federal Relations shall transfer such capital contribution to Capital Funding to repay such Intercompany Indebtedness. (g) U S WEST shall contribute as a capital contribution to MGI all of the indebtedness owed by ~~Capital~~Capital Funding to U S WEST. MGI shall use such indebtedness to repay a corresponding aggregate principal amount of its Intercompany Indebtedness. (h) Capital Funding shall incur an aggregate principal amount of new indebtedness equal to the sum of (i) the total aggregate principal amount of Capital Funding Indebtedness attributed to the Communications Group plus (ii) $3.9 billion plus (iii) an aggregate principal amount of new indebtedness sufficient to fund the costs and expenses payable by the New U S WEST Group in connection with the Separation, as well as any positive Pre-Separation Adjustment (the "NEW U S WEST NEW INDEBTEDNESS"). All of the new indebtedness incurred by Capital Funding shall be guaranteed by New U S WEST. (i) FinanceCo shall loan to U S WEST all of the proceeds of the indebtedness incurred by FinanceCo to fund the costs and expenses payable by the U S WEST Group in connection with the Separation, as well as any negative Pre-Separation Adjustment, and U S WEST shall use such funds to pay or cause to be paid such costs and expenses and/or such negative Pre-Separation Adjustment. Capital Funding shall loan to New U S WEST all of the proceeds of the indebtedness incurred by Capital Funding to fund the costs and expenses payable by the New U S WEST Group in connection with the Separation, as well as any Positive Pre-Separation Adjustment, and New U S WEST shall use such funds to pay or cause to be paid such costs and expenses and/or such positive Pre-Separation Adjustment. (j) U S WEST shall take all actions necessary to cause the Capital Funding Public Indebtedness, the Capital Funding Private Indebtedness, the Trust Securities and the Financial Services Indebtedness to be refinanced (collectively, the "REFINANCING") through one or more of: (i) offers to purchase the Capital Funding Public Indebtedness, the Financial Services Indebtedness and the Trust Securities (the "TENDER OFFERS"); (ii) offers to exchange (the "EXCHANGE OFFERS") (A) the Capital Funding Public Indebtedness for new debt securities of Capital Funding guaranteed by New U S WEST (the "NEW U S WEST EXCHANGE SECURITIES") or new debt securities of FinanceCo guaranteed by U S WEST (the "MEDIAONE EXCHANGE SECURITIES") and (B) the Trust Securities for new trust securities of New Trusts (the "TRUST EXCHANGE SECURITIES"); (iii) repayments of the Capital Funding Private Indebtedness; and (iv) defeasance of the Capital Funding Public Indebtedness, Financial Services Indebtedness and the Capital Funding Trust Indebtedness. (k) Capital Funding shall use a portion of the proceeds of the New U S WEST New Indebtedness, together with the AirTouch Funds, if any, and the funds it receives from PCS Holdings, Interactive Services, Financial Services, Real Estate, International, MediaOne Delaware and Multimedia (collectively, the "BORROWER SUBSIDIARIES") pursuant to Sections 3.2 (d), (e) and (f) to (i) repay all of the Capital Funding Private Indebtedness, (ii) repay all of the Capital Funding Public Indebtedness tendered pursuant to the Tender Offers, (iii) repurchase all of the Trust Securities tendered in the Tender Offers and the Exchange Offers and (iv) defease all of the Capital Funding Public Indebtedness and Capital Funding Trust Indebtedness to be defeased pursuant to the Refinancing. Capital Funding shall use the Trust Securities which it repurchases pursuant to the Tender Offers to satisfy its obligations under a corresponding aggregate principal amount of Capital Funding Trust Indebtedness. Financial Services shall use the funds it receives from FinanceCo pursuant to Section 3.2(b) to repay all of the Financial Services Indebtedness tendered pursuant to the Tender Offers. (l) In the event that holders of Capital Funding Public Indebtedness offer to exchange such indebtedness for New U S WEST Exchange Securities pursuant to the Exchange Offers, the amount of New U S WEST New Indebtedness shall be reduced by an amount equal to the aggregate principal amount of the New U S WEST Exchange Securities issued. In no event shall New U S WEST Exchange Securities be issued in an aggregate principal amount which exceeds the aggregate principal amount of the New U S WEST New Indebtedness. In the event that holders of Capital Funding Public Indebtedness offer to exchange such indebtedness for MediaOne Exchange Securities pursuant to the Exchange Offers, (i) FinanceCo shall distribute to U S WEST such MediaOne Exchange Securities, U S WEST shall contribute such MediaOne Exchange Securities to Capital Funding and Capital Funding shall issue such MediaOne Exchange Securities in exchange for the Capital Funding Public Indebtedness offered for exchange, (ii) the amount of MediaOne New Indebtedness shall be reduced by an amount equal to the aggregate principal amount of the MediaOne Exchange Securities issued and (iii) Capital Funding shall transfer to U S WEST all of its rights under an amount of Intercompany Indebtedness of the Borrower Subsidiaries equal to the aggregate principal amount of such MediaOne Exchange Securities and U S WEST may, in turn, transfer such Intercompany Indebtedness to FinanceCo (in which event the transactions contemplated by Sections 3.2(d), (e) and (f) shall not be effected with respect to an amount equal to the amount of such Intercompany Indebtedness). In the event that holders of Trust Securities offer to exchange such securities for Trust Exchange Securities pursuant to the Exchange Offers, (i) Capital Funding shall repurchase such Trust Securities as described in Section 3.2(l), (ii) the exchange agent for the Exchange Offers (the "EXCHANGE AGENT") shall use the funds which Capital Funding would otherwise pay to such holders to purchase, on behalf of such holders, Trust Exchange Securities from one or more New Trusts with an aggregate liquidation amount corresponding to the aggregate liquidation amount of the Trust Securities repurchased by Capital Funding and shall deliver such Trust Exchange Securities to such holders, (iii) each New Trust shall loan to FinanceCo the funds received upon issuance of such Trust Exchange Securities and FinanceCo shall use such funds to repay a portion of the MediaOne New Indebtedness and (iv) Capital Funding shall use the Trust Securities which it so repurchases to satisfy its obligations under a corresponding aggregate principal amount of Capital Funding Trust Indebtedness. In no event shall MediaOne Exchange Securities and Trust Exchange Securities be issued in an aggregate principal amount which exceeds the aggregate principal amount of the MediaOne New Indebtedness. (m) In the event that less than all of the Capital Funding Public Indebtedness, Trust Securities and Financial Services Indebtedness are tendered or exchanged pursuant to the Refinancing and U S WEST does not elect to defease such indebtedness (or, in the case of the Trust Securities, the related Capital Funding Trust Indebtedness), (i) U S WEST shall assume (A) from Capital Funding all of the Capital Funding Public Indebtedness not tendered or exchanged and an amount of Capital Funding Trust Indebtedness equal to the liquidation amount of the Trust Securities not tendered or exchanged and (B) from Financial Services all of the Financial Services Indebtedness not tendered, (ii) the amount of the MediaOne New Indebtedness shall be reduced by an amount equal to the principal amount of the indebtedness assumed by U S WEST from Capital Funding and Financial Services, (iii) to the extent U S WEST assumes a portion of the Capital Funding Public Indebtedness or Capital Funding Trust Indebtedness, Capital Funding shall transfer to U S WEST all of its rights under an amount of the Intercompany Indebtedness of the Borrower Subsidiaries equal to the aggregate principal amount of the Capital Funding Public Indebtedness and the Capital Funding Trust Indebtedness assumed by U S WEST and U S WEST may, in turn, transfer such Intercompany Indebtedness to FinanceCo (in which event the transactions contemplated by Sections 3.2(d), (e) and (f) shall not be effected with respect to an amount equal to the amount of such Intercompany Indebtedness) and (iv) to the extent that U S WEST assumes a portion of the Financial Services Indebtedness, FinanceCo shall not make the loans contemplated by Section 3.2(b) with respect to an amount equal to such amount of Financial Services Indebtedness.

Appears in 1 contract

Samples: Separation Agreement (Usw-C Inc)

Refinancing of Indebtedness. Following consummation of the Reorganization, U S WEST shall cause the following actions to be taken with respect to certain indebtedness of U S WEST and its Subsidiaries (as used in this Section 3.2, all references to "amounts" or "aggregate principal amounts" of any indebtedness shall refer to the face amount of such indebtedness): (a) A newly formed direct or indirect Subsidiary of U S WEST ("~~FinanceCo~~FINANCECO") shall incur an aggregate principal amount of indebtedness equal to the difference between (i) the sum of (A) the total aggregate principal amount of the Capital Funding Indebtedness attributed to the Media Group plus (B) the total aggregate principal amount of the Financial Services Indebtedness plus (C) an aggregate principal amount of indebtedness sufficient to fund the costs and expenses which are the responsibility of the U S WEST Group in connection with the Separation and (ii) the sum of (A) $3.9 billion plus (B) the amount of the AirTouch Funds (the "~~MediaOne New Indebtedness~~MEDIAONE NEW INDEBTEDNESS"). All of the indebtedness incurred by FinanceCo shall be guaranteed by U S WEST. (b) FinanceCo shall lend to Financial Services an amount of funds equal to the total aggregate principal amount of the Financial Services Indebtedness. (c) FinanceCo shall lend to each of (i) PCS Holdings, (ii) Interactive Services, (iii) Financial Services, (iv) International and (v) MediaOne Real Estate, Inc. (formerly U S WEST Real Estate, Inc.), a Colorado corporation ("~~Real Estate~~REAL ESTATE"), an amount of funds equal to the Intercompany Indebtedness of such entity. Each such entity shall, in turn, use the funds so borrowed from FinanceCo to repay its Intercompany Indebtedness. (d) U S WEST shall assume from Capital Funding the indebtedness owed by Capital Funding to International. U S WEST shall, in turn, contribute such indebtedness to FinanceCo. (e) FinanceCo shall lend to MediaOne Delaware an amount of funds equal to the sum of the Intercompany Indebtedness of Multimedia and MediaOne Delaware (after giving effect to the assumption made pursuant to Section 3.1(c)). MediaOne Delaware shall, in turn, use a portion of the funds so borrowed from FinanceCo to repay its Intercompany Indebtedness and shall distribute as a dividend to Multimedia the balance of the funds so borrowed from FinanceCo. Multimedia shall, in turn, use such balance of funds to repay its Intercompany Indebtedness. (f) Capital Funding shall repay a portion of the indebtedness owed by Capital Funding to U S WEST equal to the aggregate principal amount of the Intercompany Indebtedness of Federal Relations by distributing to U S WEST the Intercompany Indebtedness of Federal Relations. U S WEST will, in turn, contribute as a capital contribution to Federal Relations such Intercompany Indebtedness and Federal Relations shall transfer such capital contribution to Capital Funding to repay such Intercompany Indebtedness. (g) U S WEST shall contribute as a capital contribution to MGI all of the indebtedness owed by ~~Capital~~Capital Funding to U S WEST. MGI shall use such indebtedness to repay a corresponding aggregate principal amount of its Intercompany Indebtedness. (h) Capital Funding shall incur an aggregate principal amount of new indebtedness equal to the sum of (i) the total aggregate principal amount of Capital Funding Indebtedness attributed to the Communications Group plus (ii) $3.9 billion plus (iii) an aggregate principal amount of new indebtedness sufficient to fund the costs and expenses which are the responsibility the New U S WEST Group in connection with the Separation, as well as the Pre-Separation Adjustment (the "NEW U S WEST NEW INDEBTEDNESS"). All of the new indebtedness incurred by Capital Funding shall be guaranteed by New U S WEST. (i) FinanceCo shall loan to U S WEST all of the proceeds of the indebtedness incurred by FinanceCo to fund the costs and expenses which are the responsibility of the U S WEST Group in connection with the Separation and U S WEST shall use such funds to pay or cause to be paid such costs and expenses (including by contributing funds to Capital Funding to fund the costs and expenses of the Refinancing as described below). Capital Funding shall loan to New U S WEST all of the proceeds of the indebtedness incurred by Capital Funding to fund the costs and expenses which are the responsibility of the New U S WEST Group in connection with the Separation (other than costs and expenses included in the Pre-Separation Adjustment) and New U S WEST shall use such funds to pay or cause to be paid such costs and expenses. Capital Funding shall loan to U S WEST an amount of funds equal to the Pre-Separation Adjustment and New U S WEST shall, in turn, assume from U S WEST all of the obligations of U S WEST under such indebtedness. U S WEST shall contribute, as a capital contribution, to Capital Funding the amount of funds necessary for Capital Funding to fund all of the costs and expenses of the Refinancing payable by Capital Funding and Capital Funding shall use such funds to pay such costs and expenses. (j) U S WEST shall take all actions necessary to cause the Capital Funding Public Indebtedness, the Capital Funding Private Indebtedness, the Trust Securities and the Financial Services Indebtedness to be refinanced (collectively, the "REFINANCING") through one or more of: (i) offers to purchase the Capital Funding Public Indebtedness, the Financial Services Indebtedness and the Trust Securities (the "TENDER OFFERS"); (ii) offers to exchange (the "EXCHANGE OFFERS") (A) the Capital Funding Public Indebtedness for new debt securities of Capital Funding guaranteed by New U S WEST (the "NEW U S WEST EXCHANGE SECURITIES") or new debt securities of FinanceCo guaranteed by U S WEST (the "MEDIAONE EXCHANGE SECURITIES") and (B) the Trust Securities for new trust securities of New Trusts (the "TRUST EXCHANGE SECURITIES"); (iii) repayments of the Capital Funding Private Indebtedness; and (iv) defeasance of the Capital Funding Public Indebtedness, Financial Services Indebtedness and the Capital Funding Trust Indebtedness. (k) Capital Funding shall use a portion of the proceeds of the New U S WEST New Indebtedness, together with the AirTouch Funds, if any, and the funds it receives from Interactive Services, Financial Services, Real Estate, International, MediaOne Delaware and Multimedia (collectively, the "BORROWER SUBSIDIARIES") pursuant to Sections 3.2 (c) and (e) to (i) repay all of the Capital Funding Private Indebtedness, (ii) repay all of the Capital Funding Public Indebtedness tendered pursuant to the Tender Offers, (iii) repurchase all of the Trust Securities tendered in the Tender Offers and the Exchange Offers and (iv) defease all of the Capital Funding Public Indebtedness and Capital Funding Trust Indebtedness to be defeased pursuant to the Refinancing. Capital Funding shall use the Trust Securities which it repurchases pursuant to the Tender Offers to satisfy its obligations under a corresponding aggregate principal amount of Capital Funding Trust Indebtedness. Financial Services shall use the funds it receives from FinanceCo pursuant to Section 3.2(b) to repay all of the Financial Services Indebtedness tendered pursuant to the Tender Offers. (l) In the event that holders of Capital Funding Public Indebtedness offer to exchange such indebtedness for New U S WEST Exchange Securities pursuant to the Exchange Offers, the amount of New U S WEST New Indebtedness shall be reduced by an amount equal to the aggregate principal amount of the New U S WEST Exchange Securities issued. In no event shall New U S WEST Exchange Securities be issued in an aggregate principal amount which exceeds the aggregate principal amount of the New U S WEST New Indebtedness. In the event that holders of Capital Funding Public Indebtedness offer to exchange such indebtedness for MediaOne Exchange Securities pursuant to the Exchange Offers, (i) FinanceCo shall distribute to U S WEST such (m) In the event that less than all of the Capital Funding Public Indebtedness, Trust Securities and Financial Services Indebtedness are tendered or exchanged pursuant to the Refinancing and U S WEST does not elect to defease such indebtedness (or, in the case of the Trust Securities, the related Capital Funding Trust Indebtedness), (i) U S WEST shall assume from Capital Funding all of the Capital Funding Public Indebtedness not tendered or exchanged and an amount of Capital Funding Trust Indebtedness equal to the liquidation amount of the Trust Securities not tendered or exchanged, (ii) the amount of the MediaOne New Indebtedness shall be reduced by an amount equal to the principal amount of the indebtedness assumed by U S WEST from Capital Funding, (iii) Capital Funding shall transfer to U S WEST all of its rights under an amount of Intercompany Indebtedness of the Borrower Subsidiaries equal to the aggregate principal amount of the indebtedness assumed by U S WEST from Capital Funding (in which event the transactions contemplated by Sections 3.2(c) and 3.2(e) shall not be effected with respect to an amount equal to the amount of such Intercompany Indebtedness), (iv) FinanceCo shall declare as a dividend to U S WEST a note in an amount equal to the aggregate principal amount of the indebtedness assumed by U S WEST from Capital Funding and (v) FinanceCo shall not make the loans contemplated by Section 3.2(b) with respect to an amount equal to the amount of Financial Services Indebtedness not tendered.

Appears in 1 contract

Samples: Separation Agreement (Media One Group Inc)

Common use of Refinancing of Indebtedness Clause in Contracts