- 8 -
55 basis points, before the fifth interest payment date, and
LIBOR minus 35 basis points thereafter. The AIG notes were
neither listed nor traded on an established financial market.
Paragraph 11(b) of the “further provisions” of each note
provided, in part, as follows:
(i) * * * upon the affirmative vote * * *, of the
holders of not less than 50 percent in aggregate
principal amount of the Notes then Outstanding * * * or
* * * with the written consent of the owners of not
less than 50 percent in aggregate principal amount of
the Notes then Outstanding * * * the Issuer and the
Guarantor may modify, amend or supplement the terms of
the Notes, in any way * * * provided, however, that no
such action may, without the affirmative vote of
holders of 100 percent in aggregate principal amount
Outstanding of the Notes, * * * change the due date for
the payment of principal or interest on the Notes
* * * .
As of October 30, 2000, MP assigned to CB&T a security interest
in two of the AIG notes, in the principal amounts of $2.6 million
and $800,000, as collateral for its $3.4 million loan from CB&T.
Pursuant to the terms of the assignment, MP deposited with CB&T
all of its right, title, and interest in the assigned AIG notes
and all payments under those notes.2
On December 26, 2000, Countryside distributed its 99-percent
interest in CLPP to Mr. Winn and Mr. Curtis in complete
liquidation of their respective partnership interests in
Countryside (the liquidating distribution). As a result of the
liquidating distribution, CLP Holdings, Inc., became a 16.7-
2 See app. A for a diagram of the statement of facts to
this point.
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Last modified: March 27, 2008