Terms of Notes. The Note(s) shall be fully amortized over a period of not more than forty-eight (48) months and shall bear interest from the date of delivery at a rate equal to nine percent (9%) per annum or the maximum lawful rate, whichever is less. Anything herein to the contrary notwithstanding, in no event shall the interest rate exceed the maximum rate permitted by law. Principal and interest on the Note(s) shall be payable in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in Section 9.5(a) for delivery of the Note(s), whichever occurs later, and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time after the calendar year of the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against all the remaining installments equally, at the option of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s), the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall have the right to purchase at the sale.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Vivakor, Inc.), Limited Liability Company Agreement (Vivakor, Inc.), Limited Liability Company Agreement (Vivakor, Inc.)
Terms of Notes. The Note(s) shall be fully amortized over a period of not more than forty-eight (48) months and shall bear interest from the date of delivery at a rate equal to nine percent (9%) per annum or the maximum lawful rate, whichever is less. Anything herein to the contrary notwithstanding, in no event shall the interest rate exceed the maximum rate permitted by law. Principal and interest on the Note(s) shall be payable in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in Section 9.5(a12.5(a) for delivery of the Note(s), whichever occurs later, and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time after the calendar year of the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against all the remaining installments equally, at the option of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 12.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s), the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall have the right to purchase at the sale.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Vivakor, Inc.), Limited Liability Company Agreement (Vivakor, Inc.)
Terms of Notes. The Note(sfollowing terms relating to the Notes are hereby established:
(1) The Series A Notes shall constitute a series of Securities having the title "10% Series A Senior Subordinated Notes Due 2009." The Series B Notes shall constitute a series of Securities having the title "10% Series B Senior Subordinated Notes Due 2009."
(2) The aggregate principal amount of the Series A Notes that may be authenticated and delivered under the Indenture (except for Series A Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Series A Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) shall be fully amortized over a period up to $2,000,000,000. The aggregate principal amount of not more than forty-eight the Series B Notes that may be authenticated and delivered under the Indenture (48except for Series B Notes authenticated and delivered upon registration of transfer of or in exchange for or in lieu of, other Series B Notes pursuant to Sections 3.4, 3.5, 3.6, 8.6 or 11.7 of the Indenture or any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated or delivered thereunder) months and shall be up to $2,000,000,000.
(3) The entire outstanding principal of the Notes shall be payable on August 1, 2009 (the "Stated Maturity Date").
(4) The rate at which the Notes shall bear interest shall be 10%; (a) with respect to the Series A Notes, interest shall accrue from the date hereof; (b) with respect to the Series B Notes, the date from which interest shall accrue shall be the date on which interest was most recently paid on the Series A Notes, or if there has been no Interest Payment Date relating to the Series A Notes prior to the issuance of delivery the Series B Notes, interest shall accrue from the date hereof; (c) the Interest Payment Dates for the Notes on which interest will be payable shall be May 1 and November 1 of each year, beginning November 1, 1999; the Regular Record Dates for the interest payable on the Notes on any Interest Payment Date shall be April 15 with respect to the May 1 Interest Payment Date and October 15 with respect to the November 1 Interest Payment Date; (d) interest on overdue principal and premium, if any, from time to time, shall be at a rate equal to nine percent (9%) of 2% per annum or in excess of the maximum lawful rate then in effect; interest on overdue installments of interest and Special Interest, if any, from time to time, shall be at the same rate, whichever is less. Anything herein to the contrary notwithstandingextent lawful; and the basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The place where the principal of (and premium, in no event shall the interest rate exceed the maximum rate permitted by law. Principal if any) and interest, including Special Interest, if any, with respect to and interest on the Note(s) Notes shall be payable in equal quarterly installments commencing three (3) months after and Notes may be surrendered for the Option Event date registration of transfer or ten (10) days after exchange shall be the date specified in Section 9.5(a) for delivery Corporate Trust Office of the Note(sTrustee which, as of this writing, is located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Administration. The place where notices or demands to or upon the Company in respect of the Notes and the Indenture may be served shall be the Corporate Trust Office of the Trustee. In addition, payment of interest (including any Special Interest) on any Note may, at the option of the Company, be made by check mailed to the address of the Person in whose name the Note is registered at the close of business on the Regular Payment Date; provided, however, that all payments of principal, and premium (including Special Interest, if any), whichever occurs laterif any, and ending no later than forty-eight interest on the Notes to Holders of which have given wire instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date shall be made by wire transfer to an account maintained by such Holder entitled thereto as specified by such Holder in the instructions.
(486) months after Prior to August 1, 2004, the Option Event date, provided that the Note(s) shall Notes will be subject to prepaymentredemption, at the option of the Company, in whole or in part, without penaltyat any time, upon not less than 30 not more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders in amounts of $1,000 or an integral multiple of $1,000, at any time after a redemption price equal to the calendar year greater of (1) 100% of their principal amount or (2) the sum of the sale present values of the Units remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). Prior to August 1, 2002, the Company may redeem up to 331/3% in aggregate principal amount of the Affected Member Notes originally issued under the Indenture at a redemption price equal to 110% of the principal amount of the Notes redeemed, together with accrued but unpaid interest (including Special Interest) to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or Deceased Member prior to the Redemption Date) with the net proceeds of one or Deceased Spousemore Public Offerings of Capital Stock (other than Redeemable Interests); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. All prepaid sums On or after August 1, 2004, the Notes shall be applied against the installments thereafter falling due subject to redemption, in inverse order of their maturity whole or against all the remaining installments equallyin part, at the option of the payee. The Note(s) shall provide thatCompany at any time prior to maturity, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the register of Holders, in any case amounts of default$1,000 or an integral multiple of $1,000, at the election following Redemption Prices, expressed as percentages of principal amount, plus accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on August 1, of each of the holder the entire sum of principal years indicated below: Year Percentage 2004..........................................................105.000 2005..........................................................103.3333 2006..........................................................101.6667 2007 and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder thereafter...........................................100.000%
(7) Except as set forth in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s)Supplemental Indenture, the purchasers (other than the Company) Notes shall not be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots redeemable at the option of any Holder thereof, upon the pledgeholderoccurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any mandatory redemption or sinking fund.
(8) The Notes shall be issuable in denominations of $1,000.
(9) Payments of the principal of, Special Interest, if any, with respect to and interest on the Notes shall be made in U.S. Dollars, and the holder Notes shall be denominated in U.S. Dollars.
(10) The Trustee shall also be the Security Registrar and Paying Agent.
(11) The entire outstanding principal amount of and any accrued interest, if any, on Notes shall be payable upon declaration of acceleration of the Note(smaturity thereof pursuant to Article 5 of the Indenture.
(12) The Notes will be payable on the Stated Maturity Date in an amount equal to the principal amount thereof, Special Interest, if any, plus any accrued and unpaid interest accrued to the Stated Maturity Date.
(13) There shall have be the right following additions to purchase at the sale.covenants set forth in the Indenture with respect to the Notes, which shall be effective only for so long as any of the Notes are Outstanding:
Appears in 1 contract
Samples: Supplemental Indenture (Allied Waste Industries Inc)
Terms of Notes. The Note(sfollowing terms relating to the Notes are hereby established:
(1) The Notes shall constitute a series of securities having the title “9.50% Senior Subordinated Notes due 2013”.
(2) The initial aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture and except for any Notes that, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered) shall be fully amortized over $200,000,000.
(3) The Initial Notes shall initially be sold at a period price equal to 100% of not more than forty-eight the principal amount thereof. The entire Outstanding principal of the Notes will become due and payable on June 15, 2013.
(484) months The entire Outstanding principal of the Notes will become due and payable on June 15, 2013.
(5) The rate at which the Notes shall bear interest from the date of delivery shall be 9.50% per annum. The Notes shall bear interest on overdue principal and interest at a rate equal to nine percent (9%) 2.0% per annum in excess of the then applicable interest rate on the Notes to the extent lawful. The date from which interest will accrue on the Notes will be June 18, 2003 or the maximum lawful ratemost recent Interest Payment Date to which interest has been paid or payment provided for. The Interest Payment Dates for the Notes will be June 15 and December 15 of each year, whichever is lesscommencing December 15, 2003. Anything herein Interest shall be payable on each Interest Payment Date to the contrary notwithstandingholders of record at the close of business on the June 1 or December 1 (as applicable) immediately preceding such Interest Payment Date (each a “Regular Record Date” in respect of the Notes), except that if the Issuer defaults in no event shall the interest rate exceed the maximum rate permitted by law. Principal and a payment of principal or interest on the Note(s) shall be payable Notes, it will pay such default interest to the Persons who are Holders on a Special Record Date in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in accordance with Section 9.5(a) for delivery 307 of the Note(s), whichever occurs later, and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time after the calendar year Base Indenture. Notwithstanding Section 312 of the sale Base Indenture (which shall not apply in respect of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against all the remaining installments equally, at the option of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed by the Company and/or the Purchasing Members pursuant to this Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(sNotes), the purchasers (other than the Company) Issuer shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall not have the right to purchase at the saleextend any interest payment period hereunder. The basis upon which interest will be calculated shall be that of a 360 day year consisting of twelve 30-day months.
Appears in 1 contract
Samples: First Supplemental Indenture (Lodgenet Entertainment Corp)
Terms of Notes. The Note(s) shall Each Note will:
2.3.1 be fully amortized over substantially in the form attached hereto as Exhibit A;
2.3.2 be issued in a period face amount equal to 100% of not more than forty-eight the Subscription Price paid by the Purchaser;
2.3.3 mature, and be due and payable in full, on the second anniversary of the Closing Date (48) months and shall the “Maturity Date”);
2.3.4 bear interest at the rate of 8% per annum compounded on each July 15 and January 15 during which any portion of principal of the Note shall remain outstanding and bear interest at the rate of 24% per annum upon the occurrence and during the continuance of any Event of Default;
2.3.5 be convertible at any time and from time to time prior to repayment, at the date option of delivery the holder or, under the circumstances described therein, at a rate the option of Issuer, into that number of shares of Common Stock equal to nine percent quotient obtained by dividing (9%a) per annum or the maximum lawful rate, whichever is less. Anything herein to the contrary notwithstanding, in no event shall the interest rate exceed the maximum rate permitted by law. Principal principal and interest on the Note(s) shall be payable in equal quarterly installments commencing three (3) months after the Option Event date or ten (10) days after the date specified in Section 9.5(a) for delivery of the Note(s)Note being converted, whichever occurs laterby (b) the conversion price of the Note, which will initially be $0.55 and ending no later than forty-eight (48) months after the Option Event date, provided that the Note(s) shall be subject to prepaymentadjustment in certain circumstances as set forth in the Note;
2.3.6 entitle the holder to have Issuer register the Common Stock issuable upon conversion of the Note with the SEC under the Securities Act pursuant to the registration rights agreement (the “Registration Rights Agreement”) to be entered into among Issuer, the Purchasers and the placement agent for the securities contemplated herein, in substantially the form attached hereto as Exhibit B;
2.3.7 be secured, pari passu with all other Notes, as to repayment, by a security interest in all of Issuer’s assets, including its intellectual property rights, which security interest shall be subordinate to the security interest in such assets held by the Bank, but which security interest shall have priority with respect any other person, firm or entity, pursuant to a security agreement, in substantially the form attached hereto as Exhibit C-1, to be given by Issuer to the Collateral Agent in favor of the Purchasers (the “Security Agreement”) and Collateral Assignments of Patents, Trademarks and Copyrights, in substantially the forms attached hereto as Exhibit C-2, Exhibit C-3 and Exhibit C-4, respectively (collectively, the “Collateral Assignments”);
2.3.8 not be prepayable by Issuer without the written consent of the holder;
2.3.9 only be repaid by Issuer, in whole or in part, without penaltypro rata, at any time after the calendar year of the sale of the Units of the Affected Member or Deceased Member or Deceased Spouse. All prepaid sums shall be applied against the installments thereafter falling due in inverse order of their maturity or against based on relative outstanding amounts, with all the remaining installments equally, other outstanding Notes at the option time of the payee. The Note(s) shall provide that, in any case of default, at the election of the holder the entire sum of principal and interest shall immediately each such repayment; and
2.3.10 not be due and payable and that the maker shall pay reasonable attorneys’ fees to the holder in the event that suit is commenced because of default. Any promissory note executed transferable by the Company and/or the Purchasing Members pursuant to this Purchaser or any subsequent holder, except in accordance with Section 9.5 shall be secured by a pledge of the Units so purchased. The pledgeholder shall be such person as the parties shall mutually agree upon, and the pledge agreement shall contain such other terms and provisions as may be customary and reasonable. As long as no default occurs in payment on the Note(s), the purchasers (other than the Company) shall be entitled to vote the Units (provided that the Units are Class A Units); however, Distributable Cash shall be paid to the holder of the Note(s) as a prepayment of principal. The Company and/or the Purchasing Members shall expressly waive demand, notice of default and notice of sale and shall consent to public or private sale of the Units in the event of default, in mass or in lots at the option of the pledgeholder, and the holder of the Note(s) shall have the right to purchase at the sale.5.1 hereof..
Appears in 1 contract