Description of Note. The Note shall bear interest from the Issuance Date at the rate of 5% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on the Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 10% per annum. Interest shall accrue on the principal amount of the Note on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. PIK Interest (as defined below) on each Note shall be compounded annually on each anniversary of the Issuance Date and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the Note. The unpaid principal amount of and accrued interest on the Note shall be due and payable in cash on the earliest of (a) [INSERT DATE THAT IS 8 YEARS FROM ISSUANCE DATE], (b) the Redemption Date, with respect to all or any portion of the Note required to be redeemed on such date in accordance with the terms of this Agreement, (c) the occurrence of an Event of Default and (d) [INSERT DATE THAT IS 6 YEARS FROM ISSUANCE DATE] in the event that, prior to the expiration thereof, the Letters of Credit have been returned undrawn to the Letter of Credit Issuer and cancelled (as such terms are defined in the Letter of Credit Reimbursement Agreement between the Issuer and the Lender (or any of its Affiliates) dated as of the date hereof (as amended, restated, supplemented and otherwise modified from time to time, the “L/C Agreement”)) as a result of a Holdback Release (the earliest to occur of clauses (a)-(d), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. If any payment on the Note becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension.
Description of Note. In order to provide for the financing, the Company will authorize the issue and sale of its 6.90% Senior Secured Note due August 15, 2031 (the “Note”) in the principal amount of $4,038,000. The Note will be dated the date of issue, will bear interest from the date of issue until maturity at the rate of 6.90% per annum and principal and interest thereon will be paid in installments as provided in the amortization schedule attached as Annex I to the Note. The Note will be otherwise substantially in the form attached hereto as Exhibit A. Interest on the Note will be computed on the basis of a 360-day year of twelve 30-day months. You, the above addressee, are hereinafter sometimes referred to as the “Purchaser.”
Description of Note. The Company has authorized the purchase and sale of Five Million Dollars ($5,000,000) aggregate principal amount of the Note to be dated the Closing Date of issue, to bear interest from such date at the rate of five percent (5%) per annum, payable quarterly in arrears on January 31, April 30, July 31 and October 31, each year (commencing October 31, 1998) and at maturity and to bear interest on overdue principal and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of ten percent (10%) per annum after the date due, whether at maturity or by declaration, acceleration or otherwise, until paid, to be expressed to mature on August 19, 2003, and to be substantially in the form attached hereto as Exhibit A. The Note is not subject to redemption or prepayment. The Note is convertible into Common Stock on the terms and conditions set forth in Section 11 hereof.
Description of Note. The Scholarship made by Aspirus for the Student’s benefit hereunder will be evidenced by a promissory note in the form attached hereto and incorporated herein as Exhibit A (“Note”), dated as of the date hereof, executed by the Student, and delivered to Aspirus prior to disbursing the Scholarship described in Section 1 hereof.
Description of Note. The Company has duly authorized the issuance of its Senior Subordinated Note Due October 31, 2007 in the principal amount of Eleven Million Dollars ($11,000,000) to the Purchaser (the "Note") in the form of Exhibit A, which shall bear interest for each interest period at a rate equal to (a) a fixed rate of 10.0% per annum; or (b) Six Month LIBOR plus 150 basis points; whichever is higher. The Note will be dated the date of issue, and will bear interest from such date as set forth therein, payable semi-annually in arrears, in cash, on the last day of each April and October in each year (commencing April 30, 2001) and at maturity. The interest rate for the initial interest period (which commences the date hereof and runs through April 30, 2001) shall be 10.0% per annum. For the second and all succeeding interest periods, the applicable interest rate for such period shall be determined by the Purchaser two Business Days prior to the commencement of such interest period (April 30 or October 31, as the case may be) using the formula set forth in the first sentence of this paragraph, and shall be promptly communicated to the Company in writing. The Note will bear interest payable on demand on overdue principal (including any overdue prepayment of principal) and on any overdue installment of interest at the Overdue Rate after the due date thereof, whether by prepayment, by acceleration or otherwise, until paid. The Note will mature on October 31, 2007 and will be subject to prepayments at the option of the holder in certain events prior to such date. Interest on the Note shall be computed on the basis of a 360-day year of twelve 30-day months. The Note is not subject to prepayment or redemption at the option of the Company prior to its expressed maturity date except on the terms and subject to the conditions referred to in Section 2.3 of this Agreement. The terms which are capitalized herein shall have the meanings set forth in Section 9.1 hereof unless the context shall otherwise require.
Description of Note. The Company will authorize the issue and sale of its Note which shall be dated the Closing Date, shall be in the aggregate original principal amount of Three Million and No/Dollars ($3,000,000), and shall bear interest at the fixed rate of 20.0% per annum; provided however, that upon the occurrence of a Default under Section 9.1(a) hereof or any Event of Default, and during the continuation thereof, the unpaid 'principal amount of the Note shall bear interest at the rate of 22.0% per annum. The Note shall be substantially in the form attached hereto as Exhibit A. Interest on the Note shall be computed on the basis of a 360 day year for the actual number of days elapsed.
Description of Note. This Note (referred to herein as the "Note") is issued or to be issued ---- pursuant to and subject to the terms and provisions of a Stock Purchase Agreement dated as of even date herewith (the "Purchase Agreement") by and among ------------------ the Debtor, the Holder and the other parties named therein, and is secured by a letter of credit dated as of the date hereof by The First National Bank of Boston (the Bank") in favor of the Holder (the "Letter of Credit") and the ---- ---------------- Holder of this Note, by its acceptance hereof, shall be entitled to the benefits, and subject to the terms, of the Purchase Agreement and the Letter of Credit. Neither the foregoing reference to the Purchase Agreement or the Letter of Credit nor any provisions thereof shall affect or impair the absolute and unconditional obligation of the Debtor to pay the principal and interest on this Note as provided herein; provided, however, that, notwithstanding the foregoing, -------- ------- the Holder hereby acknowledges and agrees that the Debtor may offset the principal of, and accrued interest due on, this Note against (i) any and all adjustments to the Base Purchase Price (as defined in the Purchase Agreement) provided in Sections 1.3, 1.4 and 1.5 of the Purchase Agreement and (ii) any Losses (as defined in the Purchase Agreement) the Debtor may have under Section 8 of the Purchase Agreement, in either case on the terms and subject to the conditions provided in the Purchase Agreement.
Description of Note. 1 1.2 Commitments, Closing Date ................................... 1 1.3 Conversion................................................... 2 SECTION 2.
Description of Note. The Company has duly authorized the issuance and sale of its Senior Subordinated Convertible Notes Due July 1, 2004 in the principal amounts of Three Million Six Hundred Twenty-Eight Thousand Four Hundred Twenty-Seven Dollars ($3,628,427) to Capitol American and Two Million Dollars ($2,000,000) to Transport (collectively, the "Note"), in the form of Exhibit A-1 and A-2, and shall bear interest at a rate of 10% per annum. The Note will be dated the date of issue, will bear interest from such date as respectively set forth therein, payable semi-annually in cash on the first day of each January and July in each year (commencing January 1, 1998) and at maturity. The Note will bear interest on overdue principal (including any overdue prepayment of principal) and on any overdue installment of interest at the Overdue Rate after the due date thereof, whether by prepayment, by acceleration or otherwise, until paid. The Note will be expressed to mature on July 1, 2004 and will be subject to prepayments at the option of the holder in certain events prior to such date. Interest on the Note shall be computed on the basis of a 360-day year of twelve 30-day months. The Note is not subject to prepayment or redemption at the option of the Company prior to its expressed maturity date except on the terms and subject to the conditions referred to in Section 2 of this Agreement. The terms which are capitalized herein shall have the meanings set forth in Section 8.1 hereof unless the context shall otherwise require.
Description of Note. This note is a single bridge Note being issued to Noteholder to evidence certain outstanding debt owed to Noteholder incident to Noteholder's providing bridge and working capital financing to Maker, receipt of all of which is hereby acknowledged.
