Fixed Rate Period. The first Business Day of each March and September, commencing the first Business Day of the first September following a Fixed Rate Conversion Date, through the earlier of the Maturity Date or the date on which principal of and interest on the Bonds shall have been paid in full or provision shall have been made for the payment thereof in accordance with the Indenture. Original Delivery Date: February __, 2001 Fresh Advantage, Inc. (the "Company"), for value received, hereby promises to pay to the Registered Owner, or registered assigns, the Principal Amount on the Maturity Date and to pay interest thereon from the Interest Payment Date next preceding the Date of Authentication indicated hereon, unless it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date, or if it is authenticated prior to March 1, 2001, in which event it shall bear interest from the Date of Authentication, payable on each Interest Payment Date, until payment of said principal sum has been made or provided for, at the rate or rates per annum provided for below. Principal and interest and premium, if any, shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. Interest shall be paid on each Interest Payment Date by check mailed to the person in whose name this Bond is registered at the close of business on the Regular Record Date (as hereinafter defined) next preceding such Interest Payment Date; provided, however, that interest shall also be payable by wire transfer to the account at a member bank of the Federal Reserve System of any Registered Owner of Bonds in the aggregate principal amount of $500,000 or more at the written request (identifying such account by number) of the registered owner received by the Trustee (as hereinafter defined) at least five (5) days before the Regular Record Date or Special Record Date (as defined in the Indenture). While the Bonds bear interest at a Variable Rate (as hereinafter defined), the Regular Record Date will be the close of business on the Business Day immediately preceding each Interest Payment Date. While the Bonds bear interest at the Fixed Rate (as hereinafter defined), the Regular Record Date will be the 15th day of the calendar month preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date (as defined in the Indenture) for the payment of such defaulted interest to be fixed by the Trustee, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Principal, accrued interest and redemption premium, if any, shall be paid upon surrender of this Bond at the principal corporate trust office of First Union National Bank, as Trustee, in the City of Richmond, Virginia. Payment of the purchase price of Bonds purchased as described herein shall be paid, upon surrender of such Bonds, at the office of First Union National Bank (in such capacity, the "Tender Agent") in the City of Richmond, Virginia. This Bond is one of the Bonds of a duly authorized issue of taxable variable rate demand bonds of the Company in the aggregate principal amount of $9,000,000 and is known as Fresh Advantage, Inc. Taxable Variable Rate Demand Bonds, Series 2001 (the "Bonds"). The Bonds have been issued in order to provide funds to refund all of the outstanding Carrollton Payroll Development Authority Industrial Development Revenue Bonds (KMB Produce, Inc. Project), Series 1999 issued in the original aggregate principal amount of $9,000,000 (the "Prior Bonds") which were issued to finance the acquisition, construction, installation, renovation or equipping of a manufacturing facility located in Carrollton County, Georgia and to pay costs associated with the issuance of the Bonds. This Bond is issued under and pursuant to a Trust Indenture dated as of February 1, 2001 (said Trust Indenture, together with all such supplements and amendments thereto as therein permitted, being herein called the "Indenture"), by and between the Company and First Union National Bank, as Trustee (said banking institution and any successor trustee or co-trustee under the Indenture being herein called the "Trustee"). An executed counterpart of the Indenture is on file at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds, the collection and disposition of revenues, a description of the funds charged with and pledged to the payment of the principal of and interest on and any other amounts payable under the Bonds, the nature and extent of the security, the terms and conditions under which the Bonds are or may be issued, the rights, duties and obligations of the Company and of the Trustee and the rights of the registered owners of the Bonds, and, by the acceptance of this Bond, the registered owner hereof assents to all of the provisions of the Indenture.
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Fixed Rate Period. (i) In respect of the Fixed Rate Period shown on the face of such Note, each Hybrid Note bears interest on its Calculation Amount from the first day of the Fixed Rate Period at the rate per annum (expressed as a percentage) equal to the Interest Rate shown on the face of such Note payable in arrear on each Interest Payment Date or Interest Payment Dates shown on the face of the Note in each year and on the last day of the Fixed Rate Period if that date does not fall on an Interest Payment Date.
(ii) The first Business Day payment of each March and September, commencing the first Business Day of the first September following a Fixed Rate Conversion Date, through the earlier of the Maturity Date or the date interest will be made on which principal of and interest on the Bonds shall have been paid in full or provision shall have been made for the payment thereof in accordance with the Indenture. Original Delivery Date: February __, 2001 Fresh Advantage, Inc. (the "Company"), for value received, hereby promises to pay to the Registered Owner, or registered assigns, the Principal Amount on the Maturity Date and to pay interest thereon from the Interest Payment Date next preceding following the Date first day of Authentication indicated hereon, unless it the Fixed Rate Period (and if the first day of the Fixed Rate Period is authenticated on not an Interest Payment Date, in will amount to the Initial Broken Amount shown on the face of such Note), unless the last day of the Fixed Rate Period falls before the date on which event it shall bear the first payment of interest would otherwise be due. If the last day of the Fixed Rate Period is not an Interest Payment Date, interest from such datethe preceding Interest Payment Date (or from the first day of the Fixed Rate Period, as the case may be) to the last day of the Fixed Rate Period will amount to the Final Broken Amount shown on the face of the Note.
(iii) Where the due date of redemption of any Hybrid Note falls within the Fixed Rate Period, interest will cease to accrue on the Note from the due date for redemption thereof unless, upon due presentation and subject to the provisions of the Trust Deed, payment of principal (or if it Redemption Amount, as the case may be) is authenticated prior to March 1, 2001improperly withheld or refused, in which event it shall bear interest from the Date of Authentication, payable on each Interest Payment Date, until payment of said principal sum has been made or provided for, at such rate will continue to accrue (as well after as before judgment) at the rate or rates per annum and in the manner provided for below. Principal and interest and premium, if any, shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. Interest shall be paid on each Interest Payment Date by check mailed this Condition 5(III) to the person Relevant Date.
(iv) In the case of a Hybrid Note, interest in whose name this Bond is registered at the close respect of business a period of less than one year will be calculated on the Regular Record Date (as hereinafter defined) next preceding such Interest Payment Date; provided, however, that interest shall also be payable by wire transfer to the account at a member bank of the Federal Reserve System of any Registered Owner of Bonds in the aggregate principal amount of $500,000 or more at the written request (identifying such account by number) of the registered owner received by the Trustee (as hereinafter defined) at least five (5) days before the Regular Record Date or Special Record Date (as defined in the Indenture). While the Bonds bear interest at a Variable Rate (as hereinafter defined), the Regular Record Date will be the close of business on the Business Day immediately preceding each Interest Payment Date. While the Bonds bear interest at Count Fraction specified hereon during the Fixed Rate (as hereinafter defined), the Regular Record Date will be the 15th day of the calendar month preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date (as defined in the Indenture) for the payment of such defaulted interest to be fixed by the Trustee, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Principal, accrued interest and redemption premium, if any, shall be paid upon surrender of this Bond at the principal corporate trust office of First Union National Bank, as Trustee, in the City of Richmond, Virginia. Payment of the purchase price of Bonds purchased as described herein shall be paid, upon surrender of such Bonds, at the office of First Union National Bank (in such capacity, the "Tender Agent") in the City of Richmond, Virginia. This Bond is one of the Bonds of a duly authorized issue of taxable variable rate demand bonds of the Company in the aggregate principal amount of $9,000,000 and is known as Fresh Advantage, Inc. Taxable Variable Rate Demand Bonds, Series 2001 (the "Bonds"). The Bonds have been issued in order to provide funds to refund all of the outstanding Carrollton Payroll Development Authority Industrial Development Revenue Bonds (KMB Produce, Inc. Project), Series 1999 issued in the original aggregate principal amount of $9,000,000 (the "Prior Bonds") which were issued to finance the acquisition, construction, installation, renovation or equipping of a manufacturing facility located in Carrollton County, Georgia and to pay costs associated with the issuance of the Bonds. This Bond is issued under and pursuant to a Trust Indenture dated as of February 1, 2001 (said Trust Indenture, together with all such supplements and amendments thereto as therein permitted, being herein called the "Indenture"), by and between the Company and First Union National Bank, as Trustee (said banking institution and any successor trustee or co-trustee under the Indenture being herein called the "Trustee"). An executed counterpart of the Indenture is on file at the principal corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds, the collection and disposition of revenues, a description of the funds charged with and pledged to the payment of the principal of and interest on and any other amounts payable under the Bonds, the nature and extent of the security, the terms and conditions under which the Bonds are or may be issued, the rights, duties and obligations of the Company and of the Trustee and the rights of the registered owners of the Bonds, and, by the acceptance of this Bond, the registered owner hereof assents to all of the provisions of the IndenturePeriod.
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