Treatment of Notes. The Holder shall treat this Note as indebtedness for all purposes, including U.S. federal income tax purposes.
Treatment of Notes. Each Note issued pursuant to the Purchase Agreement or subsequently issued in replacement thereof shall rank pari passu with each other as to the payment of principal and interest. Further, the Notes and any notes subsequently issued in replacement thereof shall rank senior as to the payment of principal and interest with all present and future indebtedness for money borrowed of the Borrower other than the Senior Indebtedness.
Treatment of Notes. The Company and each Investor agree to: (a) treat the Notes as equity for U.S. federal, state and local tax purposes within the meaning of Internal Revenue Code Section 385(c); and (b) not take any position inconsistent with such treatment for purposes of tax or information returns filed with the Internal Revenue Service or any other relevant taxing authority. Notwithstanding the foregoing, the Company makes no assurances that it will complete a Next Financing or a Non-Qualified Financing. (Signature Pages Follow)
Treatment of Notes. (a) As soon as reasonably practicable after the receipt of any written request from the Parents, the Company shall commence an offer to purchase, and related consent solicitation with respect to, all of the outstanding aggregate principal amount of the 101/2% Senior Discount Notes due 2012 of the Company (the “Notes”) on the terms and conditions specified by the Parents (the “Debt Offer”). Notwithstanding the foregoing, the closing of the Debt Offer shall be conditioned on the completion of the Merger and otherwise shall be in compliance with all applicable Laws and SEC rules and regulations. The Company and the Parents shall, and shall cause their respective Subsidiaries to, and shall use their commercially reasonable efforts to cause their respective Representatives to, provide cooperation and assistance reasonably requested by the other in connection with the Debt Offer. If requested by the Parents in writing, in lieu of the Company commencing the Debt Offer for such Notes (or in addition thereto), the Company shall, to the extent permitted by the indenture and supplemental indentures governing the Notes (collectively, the “Indenture”) take actions reasonably requested by the Parents that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of the Notes pursuant to the applicable provisions of the Indenture, and shall satisfy and/or discharge and/or defease, as applicable, the Notes in accordance with the terms of the Indenture at the Effective Time, provided that to the extent that any action described above can be conditioned on the occurrence of the Effective Time, it will be so conditioned, and provided, further, that prior to the Company being required to take any of the actions described above that cannot be conditioned on the occurrence of the Effective Time, prior to the Closing, Merger Sub shall irrevocably deposit, or shall cause to be irrevocably deposited with the trustee under the Indenture sufficient funds to effect such satisfaction or discharge or defeasance.
Treatment of Notes. If all or any portion of the Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed by the FRB on the capital treatment of subordinated debt during the five years immediately preceding the maturity date of the Notes, the Company shall: (a) immediately notify each Purchaser; and (b) within ten (10) Business Days upon request of any such Purchaser, execute and deliver all agreements (including, without limitation, replacement notes) as such Purchaser may reasonably request in order to restructure the applicable portion of the obligations evidenced by the Note(s) held by such Purchaser as an obligation of the Company.
Treatment of Notes. All Notes issued pursuant to the Purchase Agreement or subsequently issued in replacement thereof shall rank pari passu as to the payment of principal and interest. Further, the Notes and any notes subsequently issued in replacement thereof shall rank senior as to the payment of principal and interest with all present and future indebtedness for money borrowed of the Borrower or any of its subsidiaries other than (i) the Senior Liabilities, (ii) indebtedness existing on the date hereof and identified on Schedule 8 to this Note and extensions, renewals and replacements of any such indebtedness that do not increase the outstanding principal amount thereof and (iii) indebtedness of the Borrower or any of its subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including capital lease obligations and any indebtedness assumed in connection with the acquisition of any such assets or secured by a lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any indebtedness that do not increase the outstanding principal amount thereof.
Treatment of Notes. (i) The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to commence, as soon as reasonably practicable after the receipt of a written request from Parent to do so, one or more offers to purchase and/or consent solicitations with respect to all of the outstanding aggregate principal amount of any series of Notes on the terms and conditions specified by Parent and in compliance with all applicable terms and conditions of the Notes (collectively, the “Debt Offers”); provided, that the Company shall not be required to commence any Debt Offer until Parent shall have provided the Company with drafts and the final form of the necessary offer to purchase, consent solicitation statement, related letter of transmittal, supplemental indenture and other related documents, in each case, as applicable in connection with such Debt Offer and all in form and substance reasonably satisfactory to the Company (collectively, the “Debt Offer Documents”); provided, further, that (A) Parent will consult with the Company regarding the timing and commencement of the Debt Offers and any early tender or early consent deadlines for the Debt Offers in light of the regular financial reporting schedule of the Company and the requirements of applicable Law and (B) the Debt Offers need not commence prior to the later of (x) ten (10) business days after the date the preliminary Proxy Statement is first filed with the SEC and (y) the date the staff of the SEC indicates to the Company that it has no further comments to the Proxy Statement. Parent shall consult with the Company and afford the Company a reasonable opportunity to review the material terms and conditions of the Debt Offers. The terms and conditions specified by Parent for the Debt Offers shall be only such terms and conditions as are customarily included in offers to purchase debt securities similar to the Notes and in similar situations and shall otherwise be in compliance with all applicable Laws and the terms and conditions of the Notes. The closing of any such Debt Offer shall be expressly conditioned on the Closing, and any such Debt Offer shall be conducted in compliance with applicable Law, including SEC rules and regulations. None of the Notes shall be required to be purchased, whether or not such repurchase is at the option of the Company or at the request of Parent, prior to the Closing Date. The Company shall use commercially reasonable efforts to, and shall cause its Subsidiarie...
Treatment of Notes. All or any portion of the then outstanding principal amount of any First Priority Note and all interest thereon shall be (A) senior in right of payment and in all other respects to any Second Priority Notes and (B) pari passu in right of payment and in all other respects to any other First Priority Note. All or any portion of the then outstanding principal amount of any Second Priority Note and all interest thereon shall be (A) junior in right of payment and in all other respects to all First Priority Notes and (B) pari passu in right of payment and in all other respects to any other Second Priority Note. If Investor receives payments in excess of its appropriate share of the Company’s payments to the holders of the Notes, then Investor shall hold in trust all such excess payments for the benefit of the holders of other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders. Except in connection with incurrence of Senior Debt but subject to Section 7(a), no Notes issued after the date of this Note or any agreements or other instruments and documents entered into or delivered in connection therewith shall provide any Investor with rights and privileges that are more favorable in the aggregate to such Investor than the rights and privileges of Investor hereunder.
Treatment of Notes. Each Note issued pursuant to the Purchase Agreement or subsequently issued in replacement thereof shall rank pari passu with each other Note as to the payment of principal and interest. Further, this Note and any note subsequently issued in replacement hereof shall rank pari passu or senior as to the payment of principal and interest with all present and future indebtedness of the Borrower other than the Senior Debt and other indebtedness of the Borrower that is secured with any collateral thereof. The Holder agrees that any payments to the Holders of Notes, whether principal, interest or otherwise on account of such Notes (other than payments arising in connection with Events of Default that are not applicable to all Holders or payments made under Section 12), shall be made pro rata among holders of the Notes based upon the aggregate unpaid principal amount of the Notes.
Treatment of Notes. CLASSIFICATION: The Conforming Plan will place the claims of the Noteholders in a single class, and such class will be impaired and entitled to vote on the Conforming Plan. CASH On the Effective Date of the Conforming Plan, the Consenting DISTRIBUTIONS: Noteholders will receive the following cash distributions: -- $65,000,000 in cash; -- Additional cash in an amount equal to the sum of (a) interest accrued and unpaid from October 15, 2002 up to the AREC Petition Date, payable at the default rate; and (b) interest accrued from the AREC Petition Date up to the Effective Date, payable at the non-default rate. DISTRIBUTION OF $18,600,000 (18.6% of remaining principal amount of the NEW NOTES: Notes) exchanged for and satisfied with Term Loan A Notes under the Emergence Facility in the par amount (net after any discount) of $18,600,000, subject to the Syndication Terms set forth in this Term Sheet. $16,400,000 (16.4% of the remaining principal amount of the Notes) exchanged for and satisfied with Term Loan B Notes under the Emergence Facility in having an aggregate Market Value (as defined below) of $16,400,000, subject to the Syndication Terms set forth in this Term Sheet. TERMS OF NEW As the New Notes are issued under the Emergence Facility, NOTES: the New Notes (under both Term Loan A and Term Loan B) will be identical to the notes issued under the Emergence Facility and will be issued under the same credit agreement, note purchase agreement, or comparable governing document, and will be governed by and entitled to all of the same benefits and terms as the Term Loan A Notes and Term Loan B Notes, including borrowers, guarantors, maturity date, early termination provisions, lien priority on collateral, interest rate, fees, and all other terms of the Foothill Term Sheet, subject to the qualification that the maturity of the New Notes will not exceed 5 years from date of issuance.
