New Series B Notes definition
Examples of New Series B Notes in a sentence
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The New PPN SARs will be issued in order to allow new PPNs to be issued to correspond to new Grantor Trust Certificates to be issued upon the exercise of the New SARs. The New Series A Notes, the New Series B Notes, the New PPNs, the Grantor Trust Certificates, the New Unvested Warrants, the New PPN Warrants, the New SARs, and the New PPN SARs are collectively referred to as the “Restructuring Securities”.
Tendering holders should indicate, in the applicable box or boxes, the name and address (or account at DTC) to which New Series B Notes or substitute Old Series B Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal.
The following will constitute events of default under the New Series B Notes: (a) the Issuer shall fail to pay any interest, in cash or in kind, on the New Series A or New Series B Notes after the same shall become due and payable, (b) the Issuer shall fail to redeem the Restructuring Securities in accordance with the Payment Priority Waterfall, or (c) any proceeding shall be instituted by or against the Issuer under any law relating to bankruptcy, insolvency, or reorganization.
U.S. Holders are urged to consult their own tax advisors regarding the application of the “previously taxed income” rules to their New Series A Notes, New Series B Notes and/or New PPNs held indirectly through Grantor Trust Certificates, including, among others, their qualification as a “successor in interest” for purposes of such rule and information reporting obligations prescribed by Treasury Regulations Section 1.959-1(d).
Lamington shall redeem the outstanding New Series B Notes for cash at a price equal to the unpaid principal balance thereof plus all accrued and unpaid interest, upon the earlier of (i) the Maturity Date; (ii) the acceleration of all obligations under the New Series B Notes following the occurrence of a New Series B Event of Default (as defined below); and (iii) a Deemed Liquidation.
Distributions received by such U.S. Holder with respect to such New Series A Notes, New Series B Notes and/or New PPNs held indirectly through Grantor Trust Certificates should be excluded from such U.S. Holder’s gross income to the extent of such U.S. Holder’s PTI account with respect to such New Series A Notes, New Series B Notes and/or New PPNs held indirectly through Grantor Trust Certificates.
With respect to payments of interest and rights upon liquidation, winding up or dissolution (whether voluntary or involuntary) or sale of the Issuer of all or substantially all of its assets, the New Series B Notes will rank senior to the New PPNs, but junior to the New Series A Notes.
The New Series B Notes will initially carry a cash interest rate of 5.0% per annum, compounded semi-annually, subject to increase as described below.
For the avoidance of doubt, except with the written consent of the Investor to a different application of Netting against any Unpaid Amounts, in the event of Optional Netting pursuant to paragraph (a) above, if Unpaid Amounts exist with respect to both the New Series B Notes and other Underlying Agreements, the Netting shall be applied first to obligations under such other Underlying Agreements (until such obligations are satisfied in full) and thereafter to obligations under the New Series B Notes.