Subordinated Promissory Note. On February 2, 2007, Pamida Operating made a pre-payment of $30 million to ShopKo Operating for services under the TSA and DSA and ShopKo Operating signed a Subordinated Promissory Note (the “Pamida Note”) in the same amount payable to Pamida in fifteen payments of $2 million on the last day of each month beginning February 28, 2007 and ending April 30, 2008, subject to set-off rights as set forth in the TSA and DSA. Interest accrues on a daily basis at the rate of 4.93% per annum on the unpaid principal amount and Pamida Operating has the option to call the Pamida Note in certain circumstances. The Pamida Note is subordinated to ShopKo Operating’s senior secured debt. As of February 3, 2007, the $30 million Pamida note is included in Deferred Taxes and Other Accrued Liabilities.
Subordinated Promissory Note. The Subordinated Loans shall be evidenced by Subordinated Promissory Notes, which shall be payable to the order of Lender upon the terms and conditions contained therein in a form acceptable to Lender, in its sole discretion. Payments of interest and principal shall be due monthly in the amounts and as set forth in the Subordinated Promissory Notes. All unpaid principal and unpaid accrued interest, if not sooner paid, shall be due and payable in full on the Maturity Date.
Subordinated Promissory Note. The Buyer will use commercially reasonable ---------------------------- efforts to provide in the Subordination Agreement referenced in Section 6.09 for payments when due under the Subordinated Promissory Note subject to the conditions as provided by the lending party in such Subordination Agreement. Notwithstanding the foregoing, the Buyer shall not be limited in any manner from selecting a loan commitment and entering into a Subordination Agreement pursuant thereto which, in its good faith judgment, is in the best interest of the Buyer.
Subordinated Promissory Note. Simultaneously with the Closing, Xxxxxxxxx shall have surrendered the Subordinated Promissory Note in exchange for the payment of a $5.5 million extension fee to Xxxxxxxxx and the execution and delivery by the Company of the Amended and Restated Subordinated Promissory Note with a maturity date of December 31, 2007 and an aggregate principal amount equal to the difference between (a) the principal amount of the Subordinated Promissory Note outstanding immediately prior to such exchange minus (b) the sum of (i) the exchange of $10,000,000 of outstanding indebtedness under the Subordinated Promissory Note pursuant to the Securities Exchange Agreement and (ii) the amount of the indebtedness under the Subordinated Promissory Note that is repaid with a portion of the proceeds from the sale of the Purchased Shares in accordance with Section 2.3 hereof, and the Company shall have cancelled the Subordinated Promissory Note so surrendered.
Subordinated Promissory Note. The Seller has not sold, assigned or otherwise transferred the Note and the Note, when issued, will be free and clear of all Encumbrances that could otherwise be imposed by the Seller, except as otherwise set forth in the Company’s Senior Debt (as such term is defined in the Note).
Subordinated Promissory Note. Prepay prior to its original stated maturity the Subordinated Promissory Note until after all amounts due hereunder have been paid in full.
Subordinated Promissory Note. This Amendment No. 1 (this “Amendment”) dated as of April 25, 2014 between Model Reorg Acquisition, LLC, a Delaware limited liability company (the “Issuer”) and Quality King Distributors, Inc., a New York corporation (the “Holder”) to that certain Amended and Restated Promissory Note dated January 7, 2011 of the Issuer payable to the order of the Holder in the principal amount of $35,000,000 (“A&R Note”) is entered into by and between the parties hereto to amend the A&R Note. Capitalized terms used herein that are not defined shall have the meaning set forth in the A&R Note.
Subordinated Promissory Note. Purchase shall have delivered to Sellers a Subordinated Promissory Note in the form attached as Exhibit "E" hereto.
Subordinated Promissory Note. Concurrently and in connection with the execution of the Merger Agreement, the Company and BGI-HONGKONG Co., Limited, a company organized under the laws of Hong Kong and a wholly owned subsidiary of Parent (“Lender”), entered into a convertible subordinated promissory note (the “Note”). Under the terms of the Note, Xxxxxx agreed, subject to certain conditions, to provide to the Company a loan of up to $30 million to fund the Company’s operating activities prior to the Effective Time. The amounts advanced under the Note accrue interest at a rate equal to 6% per annum. The principal amount of the loans and all accrued and unpaid interest hereon shall be convertible by Lender at any time following the termination of the Merger Agreement into common stock of the Company at the Offer Price. The principal amount of the loans and all accrued interest thereon are to be repaid in full on the first to occur of (i) September 30, 2014, (ii) the date upon which a change of control of the Company occurs, and (iii) the occurrence of an event of default under the Note. The Company may prepay the loans in whole or in part without premium or penalty. This summary is qualified in its entirety by reference to the Note, a copy of which is attached as an exhibit to the Schedule TO and is incorporated herein by reference.
