Senior Subordinated Debentures. The Company will authorize the issuance, sale and delivery to the Investors of its senior subordinated debentures ("SENIOR SUBORDINATED DEBENTURES" and individually called a "SENIOR SUBORDINATED DEBENTURE") in the aggregate principal amount of $16,000,000, to be dated the date of issue thereof, to mature (subject to Section 4 hereof) on the seventh anniversary of such date of issue and to bear interest on the unpaid principal thereof from the date thereof at the rate of 12% per annum until the principal thereof shall become due and payable. Such Senior Subordinated Debentures shall be substantially in the form of Exhibit A attached hereto. Interest will be payable quarterly in arrears in cash on the last Business Day of March, June, September and December, in each year, commencing on March 31, 1998; PROVIDED, HOWEVER, that the Company may, at its option, issue interest debentures ("INTEREST DEBENTURES" and individually called an "INTEREST DEBENTURE") in lieu of a cash payment of any or all interest due during any such period; PROVIDED FURTHER that such option to issue Interest Debentures in lieu of a cash payment may be exercised with respect to no more than two quarterly payments in the aggregate and that such option cannot be exercised for consecutive payments. Such Interest Debentures shall be substantially in the form of Exhibit A attached hereto. For purposes of this Agreement, all references to the Senior Subordinated Debentures shall be deemed to include any and all Interest Debentures. The Senior Subordinated Debentures will be unconditionally guaranteed, on a subordinated basis, by each Person that is or becomes a Subsidiary of the Company at any time on or after the date hereof, pursuant to a guarantee substantially in the form of Exhibit B attached hereto (the "GUARANTEE"). The Senior Subordinated Debentures shall bear a legend on their face, indicating that the Senior Subordinated Debentures have been issued with original issue discount and the name and address of the Company's representative who, upon the request of a holder, can supply information about such original issue discount.
Senior Subordinated Debentures. Section 1.1 of the CREDIT AGREEMENT is hereby amended by inserting between the definitions of "SENIOR NOTES" and "SETTLEMENT DATE" the following new definition: 'SENIOR SUBORDINATED DEBENTURES' means, debentures issued by the BORROWER which: (6) are in an aggregate face amount not exceeding One Hundred Twenty-Five Million Dollars ($125,000,000.00); (7) have a maturity date no earlier than March 1, 2006; (8) require payments of interest only until their maturity; (9) are subordinate in right of payment to the OBLIGATIONS; (10) do not give the holder of such debentures any right to require the BORROWER to repurchase the debentures except in the case of a "Change of Control" (as that term is 3 defined in the Indenture dated as of July 15, 1993 between the BORROWER and the trustee thereunder) or on the "Distribution Date" (as that term is defined in the Indenture dated as of May 1, 1986 between the BORROWER and the trustee thereunder); and (11) are evidenced by, and are issued pursuant to, documents which do not contain covenants any more restrictive than the covenants contained in this CREDIT AGREEMENT.
Senior Subordinated Debentures. The Borrowers shall diligently pursue the issuance of the Senior Subordinated Debentures and on or prior to February 28, 1999, the Borrowers shall issue the Senior Subordinated Debentures in an aggregate principal amount of at least $50,000,000, on terms and conditions, including subordination provisions, satisfactory to the Required Banks and the Administrative and Collateral Agent, and 100% of the Net Indebtedness Proceeds of such issuance shall be used contemporaneously to permanently repay the Term Loans pursuant to Section 5.2(a); provided that if the gross cash consideration (prior to payments of underwriters' compensation, commissions, and other expenses of issuance) received by Apria is less than $50,000,000, the amount of the repayment under Section 5.2(a) will be supplemented by a voluntary prepayment by Apria under Section 5.1 of a sum in an amount calculated by subtracting such gross cash consideration from $50,000,000, to be applied in the same manner as the Net Indebtedness Proceeds of such issuance; and provided, further that any original issue discount on such issuance of Senior Subordinated Debentures may not, in any case, exceed $10,000,000."
Senior Subordinated Debentures. The BORROWER shall have received at least One Hundred Twenty-Five Million DOLLARS ($125,000,000.00) from the issuance and sale of the SENIOR SUBORDINATED DEBENTURES.
Senior Subordinated Debentures. Both (a) the Senior Subordinated Debentures, Series Ten Percent, in the amount of $3,000,000.00 and due in the year 2003 as described in and governed by that certain Indenture dated May 14, 1993, by and between Borrower and National City Bank of Minneapolis, National Association as Trustee, and (b) the Senior Subordinated Debentures, Series Eleven Percent, in the amount of $3,000,000.00 and due 2004 as described in and governed by that certain Indenture dated as of October 18, 1996, by and between Xxxxxxxx Brothers Construction, Inc., and National City Bank of Minneapolis, National Association as Trustee. Soft Costs: Costs of a Project not attributable to Acquisition Costs or Construction Costs, including interest on the Project Loan, fees payable to Lender pursuant hereto, fees of Borrower's and Lender's counsel, fees of outside accountants, costs of feasibility studies, environmental studies, permit fees, inspection fees, fees of the Inspecting Architect and other Consultants, ad valorem taxes, insurance premiums, recording and filing fees and taxes, title insurance premiums and fees, surveyor's fees and costs of internal and outside appraisals.
