had posted earlier the $ sears holdings received as a result of prior store closures (with resultant "going out of business sales") will be applied to sears holding debt and used to reduce the obligation of esl at the $1.2 billion level:
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Assumption of Liabilities. In addition to the liabilities described in the Going Concern Proposal, Buyer proposes to assume up to $663 million in additional liabilities identified in consultation with the Debtors. This amount consists of the following, to be paid by Buyer in accordance with the Revised Asset Purchase Agreement:
a. Up to $166 million of payment obligations with respect to goods ordered by Debtors prior to the closing of the proposed transactions (but as to which goods Debtors have not yet taken delivery and title prior to closing);
b. Up to $139 million of 503(b)(9) administrative priority claims;
c. Up to $43 million of additional severance costs to be incurred by the Debtors;
d. All cure costs related to contracts to be assumed by Buyer (estimated to be up to $180 million); and
e. Up to $135 million of property taxes with respect to the properties to be acquired by Buyer.
In the event that the sum of the amounts outstanding under Debtors’ first lien ABL DIP facility and Debtors’ junior DIP facility (net of any cash available to pay down such amounts) is less than $1.2 billion at the time of closing the proposed transactions, Buyer’s obligation to assume the foregoing liabilities shall be reduced dollar-for-dollar to the extent of such shortfall, with such reduction allocated in accordance with the Revised Asset Purchase Agreement. In a schedule shared with Buyer’s representatives on January 6, 2019, the Debtors estimated cash available to pay down such outstanding amounts was $89 million.
