Substitute Note. Concurrently herewith, the Borrower is executing and delivering to the Bank a Substitute Revolving Credit Note in the maximum principal amount of $20,000,000 (the “Revolving Credit Note”) in substitution for, but not in repayment of, the Substitute Revolving Credit Note dated as of May 31, 2010 in the maximum principal amount of $20,000,000 previously issued by the Borrower to the Bank (the “Prior Note”). The execution and delivery by the Borrower of the Revolving Credit Note pursuant to the provisions hereof shall not constitute a refinancing, repayment, accord and satisfaction or novation of the Prior Note or the indebtedness evidenced thereby.
Substitute Note. This Note is “Substitute Note A-2” executed and delivered pursuant to the Severance Agreement. The principal indebtedness evidenced hereby is a portion of the principal indebtedness evidenced by the Original Note in the original principal sum of $217,000,000 made by Borrower to Lender.
Substitute Note. (a) Section 9.83 of the Original SPA is hereby amended and restated in its entirety to read as follows:
Substitute Note. At the Closing, the Seller --------------- shall assign to the Buyer (a) the ESOP Note, and (b) by execution and delivery to the Buyer of the Term Loan Assignment Agreement, all of the Seller's rights and obligations under the Term Loan Agreement and, in exchange therefor, at the Closing the Buyer shall execute and deliver to the Seller the Term Loan Assignment Agreement and shall issue to the Seller either (i) a Substitute Note, the prompt and complete payment and performance in full of which shall be secured by Government Securities maturing as to principal and interest in such amounts and at such times as are sufficient (without consideration of any reinvestment of such interest and after payment of all Taxes or other charges or assessments in respect of such Government Securities payable by the Buyer) to provide U.S. legal tender to pay the principal of, and each installment of interest on, such Substitute Note at least one day before the date on which any such payment is due and payable in accordance with the terms of such Substitute Note, (ii) a Substitute Note, the payment of all interest and principal of which is secured by one or more letters of credit, in form and substance satisfactory to the Seller, issued by a bank or group of banks with each such bank either (a) having an investment grade credit rating by either Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc., so long as neither of the above rating agencies has provided a credit rating below investment grade, (b) having been agreed to by the Seller or (c) if a bank is not such an investment grade credit, its portion of the letter of credit can be fronted by a bank having such investment grade credit or (iii) any combination of the foregoing, as the Buyer may elect, provided that the aggregate original principal amount of all such Substitute Notes is equal to the sum of (x) the outstanding unpaid principal balance of the ESOP Note as of the Closing Date and (y) all accrued and unpaid interest on the ESOP Note to and including the Closing Date. If the Buyer elects to deliver a Substitute Note at the Closing that is secured by Government Securities, at the Closing, the Buyer shall execute and deliver to the Seller a security agreement and a control agreement, each in form and substance satisfactory to the Seller, which provide the Seller with a valid, perfected, first priority security interest in such Government Securities.
Substitute Note. Concurrently herewith, the Borrower shall execute and deliver to the Bank a Second Substitute Revolving Credit Note (the "Second Substitute Note") which shall supersede, and be in substitution for, the original Revolving Credit Note dated as of December 21, 1999 as well as the Substitute Note dated as of September 30, 2000 (the "Original Note") executed and delivered pursuant to the provisions of paragraph 2 of the Loan Agreement and shall be the "Note" as defined and described in the Loan Agreement for all purposes. It is expressly agreed that the execution and delivery of such Second Substitute Note shall not evidence or represent a refinancing, repayment, accord or satisfaction or novation of the indebtedness evidenced by the Original Note.
Substitute Note. Concurrently herewith, the Borrower shall execute and deliver to the Bank a second substitute revolving credit note (the "Substitute Note") which shall supersede, and be in substitution for, the substitute revolving credit note dated November 24, 1997 (the "Prior Note") executed and delivered by the Borrower to the Bank. It is expressly agreed that the execution and delivery of such Substitute Note shall not evidence or represent a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Prior Note. As soon as practicable following its receipt of the Substitute Note, the Bank will return the Prior Note to the Borrower for cancellation.
Substitute Note. Concurrently herewith, the Borrower shall execute and deliver to the Bank a substitute revolving credit note (the "Substitute Note") which shall supersede, and be in substitution for, the revolving credit note (the "Prior Note") executed and delivered pursuant to the provisions of Section 2.3 of the Credit Agreement and shall be the "Note" as defined and described in the Credit Agreement for all purposes. It is expressly agreed that the execution and delivery of such Substitute Note shall not evidence or represent a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Prior Note. As soon as practicable following its receipt of the Substitute Note, the Bank will return the Prior Note to the Borrower.
Substitute Note. Within five (5) business days following the date hereof, the Company shall issue and deliver to the Investor a new Note in the form of Exhibit A hereto (the "New Note") reflecting the amended terms of the Note, which New Note shall amend and restate the prior form of Note in its entirety, and the Investor, as condition to the delivery of the New Note, shall deliver the original executed Note to the Company’s counsel to hold until the Holder has received the New Note.
Substitute Note. Borrower shall have executed and delivered to the Agent a substitute promissory note (the "Substitute Note") in favor of First Chicago, substantially similar to that which is attached hereto as EXHIBIT E and made a part hereof by this reference.
Substitute Note. The remaining $525,000 principal balance of the Note shall remain outstanding and shall continue to be treated as indebtedness of the Company under the Credit Agreement, as modified by the Debt Conversion Agreement, and will be evidenced by a substitute promissory note, in the form attached hereto as Exhibit A (the “Substitute Note”), which shall be issued by the Company and delivered to Holdings with respect to the remaining $525,000 principal balance of the Note. All amounts owed by the Company pursuant to the Substitute Note shall be secured by the security interest in the assets of the Company created under the terms described in the Credit Agreement, subject to the subordinations thereof currently in place, as if the Substitute Note had been originally issued pursuant to the Credit Agreement. Notwithstanding the foregoing, in the event the terms of the Substitute Note and the Credit Agreement are inconsistent, the terms of the Substitute Note shall be deemed to control.
