<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 27, 1994
MEDITRUST
---------------------------------------------------------
(Exact name of registrant as specified in charter)
Massachusetts 0-14022 04-6532031
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(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
128 Technology Center, Waltham, Massachusetts 02154
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 736-1500
The total number of pages in this Current Report is 22. The exhibit index
appears at page 2.
<PAGE> 2
Item 5. OTHER INFORMATION
On January 27, 1994, Meditrust entered into a Consent Agreement (the
"Consent Agreement") with Sun Healthcare Group, Inc., a Delaware corporation
("Sun"), pursuant to which Meditrust agreed to consent to a proposed merger
(the "Merger") of The Mediplex Group, Inc., a Massachusetts corporation
("Mediplex"), with a subsidiary of Sun, subject to the fulfillment by Sun and
Mediplex of certain closing conditions. Meditrust's consent to the Merger is
required pursuant to the terms of the various leases and loans between Mediplex
and Meditrust and/or their respective subsidiaries or affiliates (the "Mediplex
Financing Documents").
As a condition to Meditrust's consent to the Merger, Sun and Mediplex
have agreed to (i) certain modifications to the existing Mediplex Financing
Documents and (ii) certain terms which will govern the ongoing relationship and
future transactions among Meditrust, Mediplex and Sun.
<TABLE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
<CAPTION>
Page
----
<S> <C> <C>
10.1 Consent Agreement dated 4
January 27, 1994 by and between
Meditrust and Sun Healthcare Group, Inc.
</TABLE>
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDITRUST
___________________________________________
February 1, 1994 /s/ Lisa M. Pavelka
_____________________ ___________________________________________
Lisa M. Pavelka, Treasurer
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<PAGE> 1
EXHIBIT 10.1
CONSENT AGREEMENT
This Consent Agreement is entered into this 27th day of January, 1994
by and between Meditrust, a Massachusetts business trust ("Meditrust") and Sun
Healthcare Group, Inc., a Delaware corporation ("Sun").
WHEREAS, Sun has entered into an Agreement and Plan of Merger dated as
of January 27, 1994 (the "Merger Agreement"), with The Mediplex Group, Inc.
("Mediplex") pursuant to which Mediplex will be merged with a subsidiary of
Sun (the "Merger"); and
WHEREAS, Sun has acknowledged that Meditrust's consent to the Merger
is required pursuant to the terms of the various leases and loans between
Mediplex and Meditrust and/or their respective subsidiaries or affiliates (the
"Mediplex Financing Transactions"); and
WHEREAS, Sun has responded to requests by Meditrust for information
regarding the Merger and has formally requested that Meditrust grant its
consent to the Merger;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, Meditrust
and Sun hereby agree as follows:
<PAGE> 2
1. Meditrust hereby consents to the Merger pursuant to the terms
of the Merger Agreement subject to the satisfaction of the following conditions
at the closing (the "Closing") of the Merger, or at such other time as may be
specified below:
A. The Board of Trustees of Meditrust shall have received an
opinion of a financial advisor selected by Meditrust as to the
financial condition of Mediplex and Sun immediately after the Closing
and a litigation review report from counsel, such opinion and report
to be in form and substance reasonably satisfactory to the Board of
Trustees of Meditrust. Meditrust hereby acknowledges and agrees that
as of the date of execution of this Agreement the conditions set forth
in this Section A have been satisfied, subject to such opinion or
report not being withdrawn or modified prior to the Closing.
B. Sun shall have entered into a Guaranty Agreement with
respect to the Mediplex Financing Transactions, such Guaranty
Agreement to be in form and substance reasonably satisfactory to
Meditrust.
C. Sun, Mediplex and/or affiliates of Mediplex shall
have entered into agreements satisfactory in form and substance
reasonably satisfactory to Meditrust and to Sun, in the event Sun is
not a party to such agreements, with
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<PAGE> 3
respect to the matters listed on Annex A to this Consent Agreement.
D. In addition to the financial information required
pursuant to the Mediplex Financing Transactions, Sun and Mediplex
shall each have agreed to furnish Meditrust with unaudited
consolidated financial statements of Sun and their respective
subsidiaries which shall be delivered within 45 days after each fiscal
quarter and audited consolidated year-end financial statements within
90 days after each fiscal year, all of which shall be prepared in
accordance with GAAP and which shall meet such requirements (including
those of Regulation S-X) as may be necessary to permit the inclusion
of such financial information by Meditrust in any filings with
governmental agencies, including, without limitation, its registration
statements filed pursuant to the Securities Act of 1933, as amended,
and Sun hereby consents to such inclusion.
E. Mediplex and Sun shall have furnished and shall furnish from
time to time upon request to Meditrust and its counsel and financial
advisors all information reasonably requested relating to Mediplex and
Sun, including, without limitation, historical and pro forma financial
statements and projections and information regarding (i) the physical
condition of the Mediplex facilities, (ii) the management of
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<PAGE> 4
Sun and Mediplex and (iii) the financing for the Merger. At
Meditrust's request, Sun shall disclose (or permit Meditrust to
disclose) such information to the public, including without
limitation, the terms of this Consent Agreement, information
regarding Sun and Mediplex's equity, cash flow coverage, debt to
equity ratio and management team and acknowledges that Meditrust may
disclose such information to lenders and other advisers on a
confidential basis. Each party consents to the public disclosure of
this Consent Agreement in filings by the other party with the
Securities and Exchange Commission and in the other party's public
release of information concerning the consent of Meditrust to the
Merger.
F. Sun shall have agreed by virtue of the execution
hereof to reimburse or cause Mediplex to reimburse Meditrust upon
demand for all reasonable expenses and liabilities incurred by
Meditrust in connection with the Merger, this Consent Agreement and
the conditions set forth herein, including without limitation,
reasonable legal, accounting and financial advisory fees and expenses,
trustee expenses and the cost of the opinion referred to in Section A
hereof. Without limiting the generality of the foregoing, it is
understood that legal fees and expenses relating to the transactions
described in Annex A are reimbursable under this Section F.
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<PAGE> 5
G. Meditrust shall have been reasonably satisfied at
the Closing with regard to the resolution of any material issues
concerning any facts or circumstances relating to Mediplex, Sun or the
Merger which may arise or first come to the attention of the
Independent Subcommittee of the Board of Trustees of Meditrust (the
"Subcommittee") after the date hereof, if such facts and circumstances
are materially different from those known to the Subcommittee as of
the date hereof.
H. Sun shall have entered into a financing arrangement
satisfactory to Meditrust with respect to the cash portion of the
consideration being furnished by Sun in connection with the Merger,
which financing arrangement shall be satisfactory to Meditrust if it
is with Nationsbank and is in accordance with the term sheet attached
hereto as Annex B; Sun acknowledges that it is its intent to use
reasonable efforts to permanently finance this amount through some
form of equity or convertible debt financing although Meditrust
acknowledges that Sun is not legally required under the terms and
conditions of this Consent Agreement to do so.
I. Meditrust shall have received the requisite consents pursuant
to Meditrust's outstanding $65,000,000 10-3/4% First Mortgage Notes
due December 1, 1997 to (a)
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<PAGE> 6
Meditrust's consent to the Merger and (b) the release of the Arms
Acres property from the mortgage securing such notes, such consent to
be in form and substance reasonably satisfactory to Meditrust.
J. All actions and determinations to be made by Meditrust
hereunder shall be made by, and all of the foregoing conditions shall
have been fulfilled to the reasonable satisfaction of or expressly
waived by, the Subcommittee; provided, however, that Meditrust shall
not have the right to waive the condition set forth in Section 1
without the prior written consent of Sun and Mediplex, which consent
should not be unreasonably withheld.
2. Upon request by Sun, Meditrust shall provide to Sun written
acknowledgement as to all of the conditions set forth in Section 1 hereof which
have been satisfied as of the date of such request.
3. At the Closing, Meditrust shall deliver a consent pursuant to
Section 9.01(c) of the Merger Agreement, provided that all of the conditions
set forth in Section 1 hereof have been satisfied.
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<PAGE> 7
4. This Agreement shall be construed, performed and enforced in
accordance with the laws of The Commonwealth of Massachusetts.
5. This Agreement may be executed in counterparts, all of
which shall constitute one and the same instrument.
6. No terms or provisions hereof shall be waived, modified or
altered either by act, failure to act, extension of time or otherwise, except
as set forth in a written instrument properly executed and delivered by the
party sought to be charged. No assent, expressed or implied, by either party,
or waiver by either party, to or of any breach of any terms or provisions of
this Consent Agreement shall be deemed to be an assent or waiver to or of such
or any succeeding breach of the same or any other such term or provision.
7. This Consent Agreement (including Annex A hereto) contains the
entire agreement of the parties as to the subject matter hereof and supersedes
all other understandings, both oral and written.
8. The Declaration of trust establishing Meditrust, dated August
6, 1985, as amended, a copy of which is duly filed in the office of the
Secretary of State of The Commonwealth of Massachusetts, provides that the name
"Meditrust" refers to the
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<PAGE> 8
Trustees under the Declaration collectively as Trustees, but not individually
or personally; and that no Trustee, officer, shareholder, employee or agent of
Meditrust shall be held to any personal liability, jointly or severally, for
any obligation of, or claim against, Meditrust. All persons dealing with
Meditrust, in any way, shall look only to the assets of Meditrust for the
payment of any sum or the performance of any obligation.
WITNESS the execution hereof this 27th day of January, 1994.
MEDITRUST
By: S/David F. Benson
------------------------------
David F. Benson
President
SUN HEALTHCARE GROUP, INC.
By: S/Andrew L. Turner
------------------------------
Andrew L. Turner
President
-8-
<PAGE> 9
MEDITRUST
________________________________________________________________
ANNEX A
The following is a summary of the modifications to the leases and mortgages
between Meditrust and Sun Healthcare Group, Inc. and to the ongoing
relationship of the two companies.
MODIFICATIONS TO ALL LEASES AND MORTGAGES
o All of the Meditrust/Sun mortgages and lease will be guaranteed
by Sun Healthcare Group, Inc., and The Mediplex Group Inc., and
shall be cross defaulted and/or cross collaterized.
o All existing Meditrust/Mediplex mortgages and leases and all new
Meditrust/Sun transactions will have an automatic annual 2.5%
increase to the rent or interest payments. The annual payment
will be calculated as follows:
o Total individual facility rent or mortgage payments to
Meditrust (after any rate adjustments as provided
below) calculated on an annualized basis as of the
closing date .... times 1.025 equal rent or interest
for the following twelve months. A similar calculation
would be made annually.
o All existing Meditrust/Mediplex leases and mortgages will have
their terms extended to between 11 and 13 years (or less to meet
operating lease criteria) from the merger closing date. The
properties will be grouped under master leases and mortgages
totaling approximately $56 million each. Each group will expire
at six moth intervals during years 11 through 13. Attached is a
proposed schedule detailing the terms of all leases and
mortgages.
o Additional modifications and clarifications to the existing
Meditrust/Mediplex leases and mortgages such as reporting
requirements, access to records, and advance monthly payments
will be documented at the time of closing.
NEW YORK PROPERTIES
o Sun will provide Meditrust with $20 million to be applied
against Conifer Park. In addition, Meditrust will reduce its
initial investment basis by an additional $9 million in Conifer
Park. The existing lease will be terminated and
<PAGE> 10
replaced by a mortgage on the facility for $31 million. The
mortgage will be for a term of eleven years with a 25 year
amortization, and a base rate of 10.5%. Sun will have the
typical rights of substitution of property throughout the term
of the mortgage.
o Meditrust's investment in Arms Acres will be reduced by $11
million. The lease will be terminated and a mortgage put in
place for $23 million under the same terms and conditions as the
Conifer mortgage.
o Meditrust will receive an $11 million mortgage on the Denver
Rehab facility. The term of the loan will be for ten years and
all other terms and conditions will be the same as the Conifer
and Arms mortgages.
o Sun will make a $10 million payment to Meditrust to reduce its
investment in Holliswood Hospital. The lease will be terminated
and a new mortgage for $20 million will be established. The
term of the mortgage will be for ten years and all other terms
and conditions will be the same as the Conifer, Arms and Denver
mortgages.
CRS WASHINGTON
o Sun will enter into a lease agreement for the CRS Washington
facility in an amount of $5,861,000. The term of the lease will
be for twelve years and all other terms and conditions will be
similar to the previously mentioned mortgages.
NEW MEDICO PROPERTIES
o A master lease will be entered into for Holyoke, Lowell, Lynn,
Arkansas, Michigan and CRS Cortland. The term of the leases
will be 12 years (or less to meet operating lease criteria), all
termination options will be eliminated, the base rate will be
10.5% and Sun will have a right of substitution.
o Any potential Mediplex contingent obligation to provide
Meditrust with base rate payments on $9.7 million of financing
relating to New Medico will be eliminated.
o The four remaining New Medico properties: Darien, River Glen,
Mediplex of Southern Connecticut (Golden Hill), and Mediplex of
North Hampton (Pioneer Valley) will be operated by Sun and
Meditrust will provide mortgage financing under similar terms
and conditions as described in this document. Sun may request
that Meditrust convert the mortgages to sale leasebacks and if
not converted by Meditrust, may repay the mortgage financing
without penalty.
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ADDITIONAL FINANCING
o An additional $80 million of property will also be provided to
Meditrust by Sun for sale/leaseback or mortgage financing.
Approximately $30 million of the total will be credited at the
closing date for sale/leaseback financing for the Bowling Green,
Milford, CT and Bristol facilities at a 10.5% rate under the
same terms and conditions as previously described. The
financing of Darien, River Glen, Golden Hill and Pioneer Valley
will be credited against the remaining $50 million and the
balance will be made available to Meditrust based on a right of
first refusal. Sun will provide this option to Meditrust on all
property financing entered into by Sun during the 24 month
period following the closing.
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<TABLE>
ASSET/LIABILITY MATCHING ANALYSIS
AS OF DECEMBER 31, 1993
<CAPTION>
DATE FACILITY MORTGAGES INVESTMENT INT/RENT PAYABLE PRINCIPAL
DUE LEASE TERM RATE TO DUE
EXPIRES ADJUST
<S> <C> <C> <C> <C> <C> <C>
6/2004 DENVER $11,000,000
6/2004 HOLLYWOOD 20,000,000
6/2004 COLUMBUS 9,126,851
6/2004 BROOKLINE 4,179,861
TOTAL 2004 $44,306,712 $0
1/2005 NEWTON $13,060,000
1/2005 CHESHIRE 7,225,000
1/2005 WOODCREST 12,200,000
1/2005 RIDGEFIELD 10,232,000
6/2005 STAMFORD 9,768,000
6/2005 CONIFER PARK 31,000,000
6/2005 ARMS ACRES 23,000,000
TOTAL 2005 $54,000,000 $52,485,000
1/2006 WETHERSFIELD 19,083,219
1/2006 E. LONGMEADOW 17,052,620
1/2006 NEWINGTON 9,400,000
1/2006 DANBURY 5,600,000
6/2006 LEXINGTON 11,800,000
</TABLE>
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<TABLE>
<S> <C> <C> <C>
6/2006 BEVERLY 6,945,000
6/2006 WESTPORT 5,370,000
6/2006 WILMINGTON 7,433,250
6/2006 PEABODY 8,050,350
6/2006 RANDOLPH 10,016,400
TOTAL 2006 0 $100,750,839
1/2007 HOLYOKE 12,786,518
1/2007 CHRISTIAN HILL 10,992,351
1/2007 ARKANSAS 8,392,410
1/2007 MICHIGAN 7,787,425
6/2007 LENOX HILL 15,370,249
6/2007 CORTLAND 4,701,103
6/2007 MANATEE 11,000,000
6/2007 PLAZA 8,785,030
6/2007 WASHINGTON 5,685,023
TOTAL 2007 $85,500,109
</TABLE>
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ANNEX B
DRAFT
January 19, 1994
Mr. Bruce Broussard
Chief Financial Officer
Sun Healthcare Group, Inc.
5600 Wyoming Blvd. N.E., Suite 140
Albuquerque, NM 87109
Dear Mr. Broussard:
Based on (i) our discussion concerning a proposed senior debt facility
with a maturity date of three years in the approximate amount of $125,000,000
(the "Facility") for the proposed acquisition (the "Acquisition") of 100% of the
capital stock of The Mediplex Group, Inc. ("Mediplex") and (ii) the information
regarding the Acquisition that you have provided us to date, NationsBank of
Texas, N.A. (the "Bank") is pleased to confirm that it is willing to provide the
Facility for Sun Healthcare Group, Inc. (the "Company"), subject to the
satisfaction of the conditions set forth in the Summary of Proposed Terms and
Conditions, which is attached as Exhibit A hereto, subject to negotiation
incorporating such other terms and conditions as are customary for credit
facilities of the type contemplated hereby.
Any funding under the Facility will be subject to (i) satisfactory due
diligence and review of financial projections, (ii) final credit approval, (iii)
receipt of all documents related to the Acquisition in form and substance
satisfactory to the Bank, (iv) the negotiation, preparation, execution and
delivery of mutually acceptable loan documentation, on the terms and conditions
mutually agreeable to the Company and the Bank, and (v) the absence of any event
of default, or event which with the giving of notice or lapse of time or both
wold be an event of default under the Company's existing credit facility with
the Bank or any material adverse change in the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Company from
September 30, 1993.
The Bank shall have the right to employ the services of NationsBanc
Capital Markets, Inc. ("NCMI") in providing the Facility and to allocate, in
whole or in part, to NCMI certain fees payable to the Bank in such manner as
NCMI and the Bank agree.
<PAGE> 15
Our obligations to provide the Facility will terminate on August 15,
1994 or any date prior to such date on which the Company advises us that the
results of its due diligence are unsatisfactory.
Because the Bank is incurring costs and expenses, regardless of whether
any of the transactions are consummated or any loan documents are agreed to and
signed, the Company acknowledges its obligation to pay such costs and expenses
including reasonable attorneys' fees (whether incurred before or after the date
of this letter). The Company also agrees to indemnify and hold harmless the
Bank and NCMI, their directors, officers, employees, agents and affiliates (each
being an "Indemnified Party"), from and against any and all losses, claims,
damages and liabilities related to or arising out of any matters related to this
letter or the Facility, unless there is a final determination that such losses,
claims, damages or liabilities related from the gross negligence or willful
misconduct of an Indemnified Party.
This letter constitutes the entire agreement between the parties and
supersedes and cancels any prior agreements between the parties as to the
matters covered in this letter.
Please sign in the space below to evidence your agreement with the terms
of this letter and return a copy of this letter and an executed copy of the
enclosed fee letter to the undersigned no later than January 28, 1994. If an
executed copy of this letter and the enclosed fee letter are not returned by
such date, the commitment by the Bank herein shall terminate.
Very truly yours,
NationsBank of Texas, N.A.
By: /s/ Steven A. Daily
----------------------
Steven A. Daily,
Senior Vice President
AGREED AND ACCEPTED:
SUN HEALTHCARE GROUP, INC.
By:
----------------------------
Title:
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<PAGE> 16
EXHIBIT A
SUMMARY OF PROPOSED TERMS AND CONDITIONS
January 19, 1994
BORROWER: Sun Healthcare Group, Inc. ("Borrower").
GUARANTORS: All existing and newly acquired or formed subsidiaries of
Borrower.
AMOUNT: $125,000,000.
ARRANGER: NationsBanc Capital Markets, Inc. ("NCMI").
AGENT: NationsBank of Texas, N.A. ("NationsBank").
LENDERS: A group of Lenders mutually agreeable to Agent and Borrower.
FACILITY: Three-year Revolving Line of Credit (the "Line of Credit").
PURPOSE: To finance the cash portion of the Mediplex acquisition.
CLOSING: Not later than August 15, 1994.
MATURITY: Three years from date of closing.
<TABLE>
INTEREST RATES: Interest rates (to be negotiated) will be tied to the level of
a (to be negotiated) financial covenant. Indicative interest
rates based on a Debt to EBITDAR ratio are as follows:
<CAPTION>
RATIO INTEREST RATES UNUSED FEE
----- -------------- ----------
<S> <C> <C>
< 3.0x Libor + 1.50% 0.375%
Prime
<5.0 but> or = 3.0x Libor + 1.75%-2.00% 0.50%
Prime + 0.25%-0.50%
> or = 5.0x Libor + 2.00%-2.50% 0.50%
Prime + 0.50%-1.00%
</TABLE>
Borrower will have the option to fix the interest rate for up
to three years via an interest rate swap or interest rate cap.
REPAYMENT: Interest payable quarterly in arrears as well as at the end of
any interest period selected by Borrower. Principal due at
maturity.
<PAGE> 17
FEES: See enclosed fee letter.
ADMINISTRATIVE
AGENCY FEE: Fee payable annually. Amount of fee to be negotiated.
COLLATERAL/
NEGATIVE PLEDGE: First priority security interest in all stock of all
subsidiaries and accounts receivable of Borrower and
subsidiaries, both now owned and acquired thereafter.
Borrower and Guarantors will also enter a negative Pledge
arrangement whereby it agrees not to pledge, hypothecate or
encumber its assets (or the assets of its subsidiaries).
Furthermore, Borrower and Guarantors agree to refrain from
entering into an agreement with any other lender whereby it
agrees not to pledge, hypothecate or encumber its assets (or
the assets of its subsidiaries).
COVENANTS: Such covenants as are usual and customary for similar
transactions, including but not limited to the following:
FINANCIAL
COVENANTS: Financial covenants to be negotiated after due diligence will
include but not be limited to the following:
- Minimum
Current Ratio
- Maximum
Debt/EBITDAR
Rolling four quarter basis
- Minimum
EBITDAR Fixed Charge Coverage
Rolling four quarter basis
- Maximum
Debt/Tangible Net Worth
All covenants calculated according to GAAP.
NEGATIVE
COVENANTS: Including, but not limited to limitations on the following
applicable to Borrower and Guarantors:
Acquisition expenditures;
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<PAGE> 18
Investments;
Dividends/Treasury stock repurchases;
Additional debt/Guarantees;
Liens;
Mergers & Consolidations;
Asset divestitures;
Capital expenditures;
Transactions with affiliates;
Sale or discounting of receivables;
Change in business conducted.
AFFIRMATIVE
COVENANTS: Customary covenants for credit facilities of this type.
FINANCIAL
INFORMATION: On an on-going basis, Borrower shall provide consolidated and
consolidation financial statements including balance sheets,
operating statements, and statements of cash flow, within 90
days of its fiscal year end and within 45 days of quarter end.
The year end consolidated statements must be audited by Arthur
Andersen, or any of the certified accounting firms. Quarterly
financial statements must be signed by the Borrower's Chief
Financial Officer.
A Financial Compliance Report, in form satisfactory to Agent,
detailing the calculations of the Financial Covenants,
computed as of each fiscal quarter end and certified by the
Borrower's chief financial officer, within 45 days of quarter
end or 90 days of fiscal year end.
EVENTS OF
DEFAULT: Including but not limited to the following:
Failure to pay principal, interest, material leases or fees
when due;
Violation of financial covenants;
Material misrepresentation;
Cross default to other debt;
Bankruptcy;
Change in management.
CONDITIONS
PRECEDENT: Funding under this Facility will be conditioned upon, among
other things, satisfaction with the following conditions
precedent:
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<PAGE> 19
No material adverse change (or event involving a prospective
change) in the business, financial condition, operations, or
performance of Borrower or prospects; Definitive loan
documents for this Facility in form and substance acceptable
to Agent: Consent of all persons and delivery of legal
opinions and such other documentation as required by Agent
and counsel; Completion of Mediplex acquisition on terms
acceptable to the Agent.
RESERVE
REQUIREMENTS/
YIELD
PROTECTION: Customary provisions relating to yield protection, increased
costs, capital adequacy protection, withholding and other
taxes, and illegality.
ASSIGNMENTS
AND
PARTICIPATIONS: Agent shall have the right to assign or participate its
interest in the Facility with the prior written consent of
Borrower, which consent shall not be unreasonably withheld.
REPRESENTATIONS
AND
WARRANTIES: Customary for transactions of this nature.
EXPENSES: All out of pocket, legal expenses and other closing costs will
be the account of the Borrower, whether or not the Facility
closes.
LEGAL OPINION: Borrower will furnish a legal opinion from its counsel, in
form and substance satisfactory to counsel for NationsBank
and the other Lenders, regarding the legal validity and
enforceability of all actions and documentation necessary to
consummate the transaction described herein, and such other
issues as counsel to NationsBank and the other Lenders shall
deem necessary.
INDEMNITY: Borrower will indemnify the Agent, Arranger and Lenders
against any loss or liability incurred in respect to the
financing contemplated hereby, or use or prospective use of
proceeds thereof.
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