First Union. 28 Fitch...................................................................................................28
First Union. First Union is a corporation duly organized and existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. As of the date hereof, First Union has 750,000,000 authorized shares of common stock, each of $3.33 1/3 par value (together with the First Union Rights (as hereinafter defined) attached thereto, "First Union Common Stock")), 40,000,000 authorized shares of Class A Preferred Stock, no-par value ("First Union Class A Preferred Stock"), and 10,000,000 authorized shares of Preferred Stock, no-par value ("First Union Preferred Stock") (no other class of capital stock being authorized), of which 270,469,128 shares of First Union Common Stock, 1,895,404 shares of First Union Series B Convertible Class A Preferred Stock and no shares of First Union Preferred Stock, were issued and outstanding as of August 31, 1996.
First Union. 15 FNMA.................................................................. 15
First Union. First Union is a corporation duly organized and validly ----------- existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. First Union is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of the date hereof, First Union has 2,000,000,000 authorized shares of common stock, each of $3.33 1/3 par value ("First Union Common Stock", together with the rights ("First Union Rights") issued pursuant to the Amended and Restated Shareholder Protection Rights Agreement, dated as of October 15, 1996 (the "First Union Rights Agreement") attached thereto), 40,000,000 authorized shares of Class A Preferred Stock, no-par value ("First Union Class A Preferred Stock"), and 10,000,000 authorized shares of Preferred Stock, no-par value ("First Union Preferred Stock") (no other class of capital stock being authorized), of which approximately 968,139,000 shares of First Union Common Stock, no shares of First Union Class A Preferred Stock, and no shares of First Union Preferred Stock, were issued and outstanding as of March 31, 1999.
First Union. It is expressly understood and agreed that ----------- this Guaranty is executed and delivered by First Union National Bank ("First Union"), not in its individual capacity but solely as Trustee under the Trust Agreement (Heritage Air Holdings Statutory Trust) dated as of September 20, 1999 (the "Trust Agreement"), in the exercise of the powers and authority conferred and vested in it as the Trustee thereunder, and each of the representations, warranties, undertakings and agreements herein made on the part of the Trust is made and intended not as a representation, warranty, undertaking or agreement by First Union but is made and intended for the purpose of binding only the trust estate created by the Trust Agreement (the "Trust Estate"), and all persons having any claim against First Union or the Trust by reason of the transactions contemplated by this Guaranty shall look only to the Trust Estate for payment or satisfaction thereof.
First Union. It is expressly understood and agreed that this ----------- Agreement is executed and delivered by First Union National Bank ("First Union"), not in its individual capacity but solely as Trustee under the Trust Agreement (Heritage Air Holdings Statutory Trust) dated as of September 20, 1999 (the "Trust Agreement"), in the exercise of the powers and authority conferred and vested in it as the Trustee thereunder, and each of the undertakings and agreements herein made on the part of the Trust is made and intended not as an undertaking and agreement by First Union but is made and intended for the purpose of binding only the trust estate created by the Trust Agreement (the "Trust Estate"), and all persons having any claim against First Union or the Trust by reason of the transactions contemplated by this Agreement shall look only to the Trust Estate for payment or satisfaction thereof.
First Union. First Union is a corporation duly organized and validly existing in good standing under the laws of the State of North Carolina, with its principal executive offices located in Charlotte, North Carolina. First Union is registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended.
First Union. First Union currently is the holder of the existing First Union debt. As part of this credit facility, First Union will become a party to this Agreement. The existing First Union debt will be paid down to $22,500,000. The $22,500,000 balance of the existing First Union debt will then be amended and restated and will become a part of the Term Loans. The note evidencing the existing First Union debt will be amended and restated and will be one of the Term Loan Notes. The First Union Mortgages will be amended and restated to reflect that the indebtedness secured includes the entire amount of the Loan and to release the equipment that is included in the security under the First Union Mortgages.
First Union. First Union shall not be permitted to sell, transfer, pledge, redeem or otherwise dispose of its shares of common stock in the Corporation for a period equal to the earlier of (i) three-years from the date of the Corporation’s initial public offering or (ii) at such time as NKT is no longer providing advisory services to the Corporation; provided, however, in no event shall such period be less than one-year from the date of the Corporation’s initial public offering; provided, however, after one-year from the date of the IPO, First Union shall be permitted to pledge its shares of common stock in the Corporation in connection with a loan to have a principal amount no greater than 35% of the value of all shares of the Corporation’s common stock (based on the IPO price of the Corporation’s common stock) held by First Union.
First Union. The Corporation shall grant First Union and its subsidiaries an irrevocable waiver from the Corporation’s excess share provision set forth in its Articles of Incorporation enabling First Union to own at any time up to 17.5% of the Corporation’s common stock (determined in accordance with Paragraph 5e), or such lesser amount as is required from time to time under applicable rules of the Internal Revenue Code, provided that no one equityholder of First Union is deemed to own more than 8.9% of the outstanding common stock. First Union shall receive at closing of the IPO an opinion of counsel to the Corporation with respect to the valid, binding and enforceable nature of the waiver.
