This excerpt taken from the BSX 8-K filed Apr 26, 2006.
less the net cash proceeds (including, without limitation, after giving effect to any tax related liabilities) received in the United States by the Borrower or any of its Subsidiaries on or prior to the Closing Date from Abbott Laboratories pursuant to the Abbott Transaction Agreement from (i) the sale of the Business (as defined in the Abbott Transaction Agreement), (ii) the Abbott Loan and (iii) the sale to Abbott Laboratories of the Shares (as defined in the Abbott Transaction Agreement).
Interim Loan Commitment: as to any Lender, the obligation of such Lender to make Interim Loans to the Borrower hereunder on the Closing Date in an aggregate principal amount not to exceed the amount set forth opposite such Lenders name on Schedule I under the heading Interim Loan Commitment.
Interim Loan Exposure: as to any Lender, the product of (x) the percentage which such Lenders Interim Loan Commitment at such time constitutes of the total Interim Loan Commitments of all Lenders and (y) the lesser of (i) the Interim Loan Availability and (ii) the principal amount of the Interim Loans requested by the Borrower.
Lender Affiliate: (a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.
Lenders: as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.
Lien: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing).
Loan Documents: this Agreement, any Notes and any Guarantee.
Majority Lenders: Lenders having more than 50% of all Interim Loans outstanding.
Material Adverse Effect: a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.
Materials of Environmental Concern: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.
Moodys: Moodys Investors Service, Inc.
Multiemployer Plan: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
Net Cash Proceeds means:
(a) with respect to any Asset Sale by the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith;
(b) with respect to the sale or issuance of any equity interest by the Borrower or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, the excess of (i) the sum of the cash and cash equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by the Borrower or such Subsidiary in connection therewith.
Non-Excluded Taxes: as defined in subsection 3.10.
Note: as defined in subsection 3.13(d).
Obligations: collectively, the unpaid principal of and interest on the Interim Loans and all other obligations and liabilities of the Borrower under this Agreement (including, without limitation, interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after the maturity of the Interim Loans and interest accruing at the then applicable rate provided in this Agreement or any other applicable Loan Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Notes, the other Loan Documents, Hedge Agreements entered into with Lenders or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise.
Participant: as defined in subsection 10.6(b).
Patriot Act: as defined in subsection 10.16.
PBGC: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.
Person: an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
Plan: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA.
Platform: as defined in subsection 6.2.
Pro Forma Basis means on a pro forma basis with such adjustments as the chief financial officer of the Borrower shall reasonably and in good faith determine to be appropriate to give effect to the Acquisition and the incurrence of Indebtedness in connection therewith;