The Financing Transactions Clause Samples

The Financing Transactions. In connection with the Acquisition, we will: • enter into a new $183.0 million senior secured term loan facility and a new $25.0 million senior secured revolving facility (the “Senior Credit Facilities”); • issue $150.0 million in aggregate principal amount of notes offered hereby; and • conduct a tender offer and consent solicitation to repurchase all of our 11% senior notes due 2009 (the “11% Notes”). As of the date hereof, approximately 85.8% of the 11% Notes have been tendered. We intend to use the net proceeds from this offering and the borrowings from the Senior Credit Facilities to pay the consideration of the Acquisition, repay all outstanding indebtedness under ▇▇▇▇▇▇’s existing amended and restated credit facility (the “Existing Credit Facility”), repurchase or redeem the 11% Notes and pay premiums and prepayment costs, accrued interest and transaction fees and expenses. This offering, the Senior Credit Facilities and the refinancing of the debt, including premiums, fees and expenses, referred to above are collectively referred to herein as the “Financing Transactions.” The Financing Transactions together with the Acquisition are referred to herein as the “Transactions.” We have summarized below the estimated sources and uses of funds for the Transactions. Except as noted, the sources and uses below assumes the consummation of the Transactions occurred on January 31, 2007. Revolving credit facility(1) — Consideration to Sellers(2) $ 190.3 Term loan facility $ 183.0 Refinance 11% Notes(3) 259.7 Notes offered hereby 150.0 Estimated Transactions expenses 16.0 Common equity 133.0 Total sources $ 466.0 Total uses $ 466.0