Junior Subordinated Notes. The Junior Subordinated Notes have been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture and, when authenticated in the manner provided for in the Indenture and delivered to the Trust against payment therefor in accordance with the Junior Subordinated Note Subscription Agreement between the Company and the Trust, dated as of the Closing Date, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
Junior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $4,867,200 in aggregate principal amount of the Loan Parties’ Junior Subordinated Notes due June 23, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Junior Subordinated Notes”, and together with the Senior Subordinated Notes, the “Subordinated Notes”), to be substantially in the form of the Junior Subordinated Note attached hereto as Exhibit A-3.
Junior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Junior Subordinated Notes. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below) at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus ten and three tenths percent (10.3%) per annum (“Junior Cash Interest”), and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is increased from time to time) at a rate of four percent (4%) per annum (“Junior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior Subordinated Notes. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.
Junior Subordinated Notes. The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Junior Subordinated Notes July 1, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.3 the “Junior Subordinated Notes”) (the Junior Subordinated Notes together with the Senior Subordinated Notes, the “Subordinated Notes”). The Junior Subordinated Notes are authorized in two tranches: Tranche A Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (“Tranche A Notes”) and Tranche B Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (“Tranche B Notes”). The Junior Subordinated Notes will be in substantially the form attached as Exhibits D-1 and D-2.”
Junior Subordinated Notes. The Junior Subordinated Notes shall have been called for redemption and proceeds of Loans shall be irrevocably deposited (by the Company or by Comdata through an intercompany loan and/or capital contribution from the Company) with the trustee for the holders of the Junior Subordinated Notes in an amount sufficient to pay and discharge the entire indebtedness on such notes (including principal, premium and interest) as of the redemption date, such that the Junior Subordinated Notes and the related indenture shall be contractually defeased upon such deposit, all in accordance with the governing indenture and all applicable Requirements of Law. Notwithstanding the foregoing, at no time shall the Aggregate Exposure in excess of $75,000,000 exceed the sum of (i) the aggregate principal amount of the Junior Subordinated Notes which have been paid in full and discharged or legally defeased, plus (ii) the aggregate principal amount of the Senior Notes and Senior Subordinated Debentures which have been purchased and canceled or defeased legally or "in substance" as described above and plus (iii) the aggregate amount of interest, fees and premium paid in connection with the transactions described in clauses (i) and (ii) above; provided, however, that upon the satisfaction of the conditions precedent set forth in subsection 4.02(a), the Aggregate Exposure may exceed $75,000,000 without restriction as provided above in this sentence on the terms and conditions set forth in this Agreement.
Junior Subordinated Notes. Upon approval of the Indentures and the other Operative Documents by the Bankruptcy Court, the Junior Subordinated Notes shall have been duly authorized by the Company and, when executed by the Company and authenticated and delivered on the Exchange Date by the 2009 I/B Indenture Trustee or the 2009 II/B Indenture Trustee, as applicable, in exchange for the issuance of the Preferred Securities and the Common Securities in accordance with this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the respective Indentures enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, and each respective Trust will acquire good, marketable and unencumbered title to the Junior Subordinated Notes.
Junior Subordinated Notes. Consent to, allow or permit any amendment, modification or waiver of any of the terms or conditions of the Junior Subordinated Notes or the subordination agreement relating thereto, nor make or permit to be made any payment of principal, interest or premium (if any) on the Junior Subordinated Notes in violation of said subordination agreement.
Junior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the 10th day of January, April, July and October each year during the term of the Junior Subordinated Notes, commencing on October 10, 2004 (or if any such day is not a Business Day, the next succeeding Business Day). The Junior Subordinated Notes shall bear interest payable in cash on the outstanding principal amount thereof at a rate equal to twelve percent (12%) per annum.
Junior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to repay to the Agent, for the ratable benefit of Purchasers, the unpaid balance of the Subordinated Junior Notes in full, together with all the accrued and unpaid interest, fees and other amounts due hereunder, in one (1) payment of $37,000,000 or such other principal amount as is then outstanding, together with all accrued and unpaid interest, fees and other amounts due hereunder on June 17, 2012. The Agent's determination of the amount of Junior Subordinated Notes at any time shall be conclusive and binding, absent manifest error.
Junior Subordinated Notes. Subject to the terms and conditions hereof and in the Term Sheet, in payment of a portion of the Purchase Price Tokheim will issue, and Schlumberger will acquire, junior subordinated notes of Tokheim in the principal amount of $40 million (the "Junior Subordinated Notes"), pursuant to a Securities Purchase Agreement substantially in the form of Exhibit G.
