COMPANY OR ANY OF ITS SUBSIDIARIES TO A PRE-CLOSING TAX PERIOD WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SELLER, WHICH CONSENT MAY NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
(H)
ALL TAX SHARING, INDEMNITY OR ALLOCATION
AGREEMENTS OR ARRANGEMENTS AMONG THE COMPANY AND ITS SUBSIDIARIES ON THE ONE
HAND AND SELLER, LEUCADIA OR THEIR AFFILIATES ON THE OTHER HAND SHALL TERMINATE
AT OR PRIOR TO THE CLOSING AND THE PARTIES THERETO SHALL HAVE NO FURTHER
OBLIGATION THEREUNDER.
(I)
LEVEL 3 AND THE BUYER, ON THE ONE HAND,
AND LEUCADIA AND THE SELLER, ON THE OTHER HAND, WILL COOPERATE WITH EACH OTHER
IN CONNECTION WITH THE PREPARATION AND FILING OF TAX RETURNS REQUIRED UNDER THIS
AGREEMENT AND WILL PROVIDE TO EACH OTHER ACCESS, AT ANY REASONABLE TIME AND FROM
TIME TO TIME, AT THE BUSINESS LOCATION AT WHICH THE BOOKS AND RECORDS ARE
MAINTAINED, AFTER THE CLOSING DATE, TO SUCH TAX DATA RELATING TO THE COMPANY AND
THE RETAINED SUBSIDIARIES AS LEUCADIA AND THE SELLER OR LEVEL 3 AND THE BUYER,
AS THE CASE MAY BE, MAY FROM TIME TO TIME REASONABLY REQUEST.
SECTION 7.14.
NAME.
PROMPTLY AFTER THE CLOSING, LEUCADIA AND THE SELLER SHALL
CAUSE WILTEL AIRCRAFT LEASING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND
WILTEL TECHNOLOGY CENTER, LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO CHANGE
THEIR NAMES TO SUCH NAMES THAT DO NOT INCLUDE "WILTEL" AND TO OTHERWISE CEASE
USING SUCH NAME IN ITS OPERATIONS.
SECTION 7.15.
REIMBURSEMENTS; CASH BALANCE.
(A)
IF THE CLOSING OCCURS AFTER DECEMBER 31,
2005, THE SELLER SHALL PAY TO THE COMPANY AT THE CLOSING AN AMOUNT EQUAL TO ALL
CASH USED BY THE COMPANY, THE RETAINED SUBSIDIARIES OR THE BUSINESS ON AND AFTER
JANUARY 1, 2006 WITH RESPECT TO EXCLUDED LIABILITIES (INCLUDING, WITHOUT
LIMITATION, (I) PAYMENTS OF INTEREST OR PRINCIPAL UNDER THE COMPANY'S CREDIT
DOCUMENTS OR THE COMPANY'S REAL ESTATE DEBT DOCUMENTS AND (II) PAYMENTS OF
OPERATING AND MAINTENANCE EXPENSES OR CAPITAL EXPENDITURES WITH RESPECT TO THE
COMPANY'S TULSA, OKLAHOMA HEADQUARTERS) OR EXCLUDED ASSETS (INCLUDING, WITHOUT
LIMITATION, PAYMENTS TO ACQUIRE MARKETABLE SECURITIES).
49
(B)
IF ON THE MEASUREMENT DATE, THE COMPANY AND
THE RETAINED SUBSIDIARIES HAVE AN AGGREGATE CASH BALANCE OF LESS THAN $100
MILLION (AFTER GIVING EFFECT TO THE PRE-CLOSING TRANSFERS), THE SELLER SHALL
MAKE A CONTRIBUTION TO THE CAPITAL OF THE COMPANY ON THE MEASUREMENT DATE TO THE
EXTENT NECESSARY TO CAUSE THE COMPANY AND THE RETAINED SUBSIDIARIES TO HAVE A
$100 MILLION AGGREGATE CASH BALANCE IMMEDIATELY FOLLOWING THE MEASUREMENT DATE.
(C)
THE SELLER SHALL ON THE CLOSING DELIVER TO
THE BUYER A CERTIFICATE SIGNED BY AN OFFICER OF THE SELLER SETTING FORTH IN
DETAIL ALL OF THE AMOUNTS TO BE REIMBURSED PURSUANT TO SECTION 7.15(A).
(D)
ALL PAYMENTS REFERRED TO IN
SECTION 7.15(A) AND (B) SHALL BE MADE ON THE RESPECTIVE DUE DATE FOR SUCH
PAYMENTS BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
SECTION 7.16.
TRANSFERRED BENEFIT PLANS.
IN CONNECTION WITH THE BUYER'S
ABILITY TO EXERCISE THE BENEFIT PLAN SUBSTITUTION RIGHT, THE SELLER SHALL
PROVIDE TO THE BUYER AND LEVEL