Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") substantially in the form attached hereto as Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions: (i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon; (ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity; (iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued; (iv) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder; (v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more; (vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and (vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 3 contracts
Sources: Note Agreement (Universal Forest Products Inc), Note Agreement (Universal Forest Products Inc), Note Agreement (Universal Forest Products Inc)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2012 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2012 Notes, the “Notes”) pursuant to this Agreement, provided that the aggregate principal amount of all Additional Notes issued pursuant to this Agreement shall not exceed $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall E, and will be subject to the following terms and conditions:
(i) the designation of each series of Additional Notes, when so issued, Notes shall be differentiated distinguish such series from the Notes of all previous series by year and sequential alphabetical designation inscribed thereonother series;
(ii) each series of Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to currency denominated outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iii) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and all other senior unsecured Indebtedness of the Company and its Subsidiaries;
(iv) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued;
(iv) each series of Additional Notes issued under this Agreement , and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;Supplement; and
(v) except to the minimum principal amount extent provided in foregoing clause (iv), all of any Note issued under a Supplement the provisions of this Agreement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 3 contracts
Sources: Master Note Purchase Agreement (Nordson Corp), Master Note Purchase Agreement, Master Note Purchase Agreement (Nordson Corp)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $200,000,000 (or the equivalent amount in foreign currency). Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 3 contracts
Sources: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)
Additional Series of Notes. The Company Obligors may, from time to time, in its their sole discretion but subject to the terms hereof, issue and sell one or more additional series of its their senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Series 2008A Notes plus Notes of all series issued and outstanding at any one time pursuant to all Supplements in accordance with the terms of this Section 1.2 shall not exceed $1,250,000,000. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year sequential chronological and sequential alphabetical designation inscribed thereon;; Waste Connections, Inc. Note Purchase Agreement
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment prepayments on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,00010,000,000, and the minimum denomination shall be $100,000 except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(viv) all Additional Notes shall constitute Senior Funded Debt of mature more than one year after the Company issuance thereof and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if if, at the time of issuance thereof and or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the Series 2008A Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes.
Appears in 3 contracts
Sources: Master Note Purchase Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections US, Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereonthereon (provided however, Additional Notes may have the same Private Placement Number as the Series 2020A Notes so long as such Additional Notes have the same interest rate and tenor as and for U.S. federal income tax purposes are fungible with the Series 2020A Notes);
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Crescent Capital BDC, Inc.), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2018 Notes, the Company may, in its sole and absolute discretion, from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under the provisions of pursuant to this Agreement (the “Additional Notes” and together with the Series 2018 Notes, the “Notes”), provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Funded Debt;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Industries Inc/Mn)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2007-A Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory secured senior notes under (the provisions “Additional Notes” and together with the Series 2007-A Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $1,000,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (each, a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and Indebtedness outstanding under the Credit Agreement;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued;
(iv) each series of Additional Notes issued under this Agreement , and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding NotesSupplement; and
(viie) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (United Stationers Inc), Master Note Purchase Agreement (United Stationers Inc)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (the "amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, “Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and any associated cure rights or grace AG Twin Brook Capital Income Fund Master Note Purchase Agreement periods without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants, including for the avoidance of doubt, any associated cure rights or grace periods, shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition, default, cure right or grace period expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Additional Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (TPG Twin Brook Capital Income Fund), Master Note Purchase Agreement (AG Twin Brook Capital Income Fund)
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $400,000,000.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (i) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 17;
(iv4) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v5) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi6) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii7) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a waiver of Default or Event of Default shall be in effect.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(1) a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.1 on such date;
(2) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S;
(3) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes; and
(4) each Subsidiary Guarantor, if any, shall execute and deliver such documents and agreements as any Additional Purchaser or other holder of Notes may reasonably require to confirm that its Subsidiary Guaranty guarantees the obligations of the Company under such Additional Notes and under each other Series of Notes outstanding.
Appears in 2 contracts
Sources: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Additional Series of Notes. The Company Obligors may, from time to time, in its their sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its their unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S (with such amendments or modifications thereto as Exhibit F. may be agreed to by the parties). Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company Obligors and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 2 contracts
Sources: Note Purchase Agreement (Family Dollar Stores Inc), Note Purchase Agreement (Family Dollar Stores Inc)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $300,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall initially be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) subject to Section 17.1(b), all Series of Notes are collectively one class of securities and shall vote as a single class;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Arch Chemicals Inc), Master Note Purchase Agreement (Arch Chemicals Inc)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $400,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 17;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 2 contracts
Sources: Note Purchase Agreement (International Speedway Corp), Note Purchase Agreement (International Speedway Corp)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Silver Point Specialty Lending Fund), Master Note Purchase Agreement (New Mountain Guardian III BDC, L.L.C.)
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to this Agreement and all Supplements entered into in accordance with the terms of this Section 2.2 shall not exceed $800,000,000.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (i) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv4) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v5) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi6) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii7) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a non-permanent waiver of Default or Event of Default shall be in effect.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(1) a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.2 on such date;
(2) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S;
(3) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes; and
(4) each Subsidiary Guarantor, if any, shall execute and deliver such documents and agreements as any Additional Purchaser or other holder of Notes may reasonably require to confirm that its Subsidiary Guaranty guarantees the obligations of the Company under such Additional Notes and under each other Series of Notes outstanding.
Appears in 2 contracts
Sources: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Runway Growth Finance Corp.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this §1.3 shall not exceed $182,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall constitute one Series and all Notes shall vote as a single class without regard to Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed to be amended without further action on the part of the holders of the Notes outstanding under this Agreement (a) to reflect such additional covenants, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of §10.8;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Additional Note issued under a Supplement shall be $100,000500,000, except as may be necessary to evidence the outstanding amount of any Additional Note originally issued in a denomination of $100,000 500,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Agreement (Allied Capital Corp)
Additional Series of Notes. The In addition to the issuance and sale of the 2010 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series Series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the 2010 Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement that may be outstanding at any time shall not exceed $750,000,000 (or its U.S. Dollar Equivalent). Each Series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series Series of Additional Notes, when so issued, Notes shall be differentiated distinguish such Series from the Notes of all previous series by year and sequential alphabetical designation inscribed thereonother Series;
(iib) each Series of Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to currency, outstanding principal amounts, maturity dates, interest rates and premiumsrates, make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other;
(d) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplement;
(ive) each series any additional or more restrictive covenants, Events of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variationsDefault, omissions and insertions as rights (including, without limitation, any additional put rights) or similar provisions that are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under added by a Supplement shall be $100,000, except as may be necessary to evidence for the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt benefit of the Company and Series of Notes to be issued pursuant to such Supplement shall rank pari passu with apply to all other outstanding Notes, whether or not the Supplement so provides, so long as the Notes outstanding under such Supplement remain outstanding (an “Incorporated Provision”); and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. (a) The Company may, from time to timetime but no later than the first anniversary of the Original Closing Date, in its sole discretion but subject to the terms hereof, issue and sell to you, the Other Purchasers or any other purchaser you may designate, one or more additional series Series of its unsecured promissory senior notes in an amount not exceeding $100,000,000 in the aggregate under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit 2.2 or such other form as Exhibit F. may be agreed by the Company and the purchaser(s) of such additional Series of Notes.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditionsconditions and such other terms and conditions as the Company and the Additional Purchasers shall determine, in each case, in the sole discretion of each of such parties:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) each Series of Additional Notes when so issued shall be in a principal amount of $50,000,000;
(iii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iiiiv) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (A) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (B) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(ivv) each series Series of Additional Notes issued under this Agreement shall be substantially in substantially the form attached hereto as of Exhibit 1 B to Exhibit F 2.2 with such variations, omissions and insertions as are necessary or permitted hereunderhereunder (subject to clause (c)(ii) below);
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and;
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing; and
(ix) such other terms as you shall agree in your sole discretion.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(i) a Responsible Officer of the Company shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information required to establish whether the Company is in compliance with the covenants set forth in Sections 10.1 and 10.2 on such date;
(ii) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit 2.2, including such additional terms and conditions as are acceptable to each Additional Purchaser in its sole discretion; and
(iii) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company Co-Issuers may, from time to time, authorize the issuance and sale of Additional Notes in its sole discretion but subject one or more series under and pursuant to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions conditions of this Agreement pursuant to a supplement (a "Supplement") substantially in an aggregate principal amount, with such further terms and conditions and in such form as shall be specified in the form attached hereto as Exhibit F. Each additional applicable NPPA Series Supplement among the Co-Issuers, the Guarantors and the Purchasers of such series of Notes (the "Additional Notes") . Each Series of Additional Notes issued pursuant to a NPPA Series Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default as shall be specified in the NPPA Series Supplement under which such Additional Notes are issuedissued and upon execution of any such NPPA Series Supplement, this Agreement shall automatically be deemed amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of any Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes of that Series issued pursuant to such NPPA Series Supplement remain outstanding, except as expressly provided otherwise in this Agreement, and (b) to reflect such representations and warranties as are contained in such NPPA Series Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially in the form of Annex A attached hereto as Exhibit 1 to Exhibit F the applicable NPPA Series Supplement with such variations, omissions and insertions as are necessary or permitted hereunderhereunder or as may be approved by the Purchasers of such Series of Additional Notes and the Obligors in accordance with this Agreement;
(v) the minimum principal amount of any Note issued under a NPPA Series Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of be secured pursuant to the Company Security Documents and shall rank pari passu with all other outstanding Notes; and;
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.; and
(viii) each Series of Additional Notes issued under this Agreement and the outstanding Notes shall have an Investment Grade Rating after giving effect to the issuance of such Additional Notes. It is specifically acknowledged and agreed that the Purchasers of the Series A Notes, or any other holder of Notes, shall not have any obligation to purchase any Additional Notes. The obligations of the Co-Issuers to issue, and the obligations of any Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the NPPA Series Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase and Participation Agreement (Landmark Infrastructure Partners LP)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (the "amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, “Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and any associated cure rights or grace periods without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants, including for the avoidance of doubt, any associated cure rights or grace periods, shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition, default, cure right or grace period expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder; BlackRock Private Credit Fund Master Note Purchase Agreement
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Additional Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and immediately after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (BlackRock Private Credit Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to July 21, 2032 one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Owl Rock Capital Corp III)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $500,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Additional Series of Notes. The Company Obligors may, from time to time, in its their sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its their unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $500,000,000 (or the equivalent amount in Euros determined at the time of issuance thereof). Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, currencies, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, be payable in such currency, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000500,000 (or the equivalent amount in Euros), except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 500,000 (or the equivalent amount in Euros) or more;
(vi) the Additional Notes may only be issued in Dollars and/or Euros;
(vii) all Additional Notes shall constitute Senior Funded Debt of the Company Obligors and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if if, at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Note Purchase Agreement (Brady Corp)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereonthereon (provided however, Additional Notes may have the same Private Placement Number as the Series 2022A Notes so long as such Additional Notes have the same interest rate and tenor as and for U.S. federal income tax purposes are fungible with the Series 2022A Notes);
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;
issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; Blackrock Capital Investment Corporation Note Purchase Agreement (iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (BlackRock Capital Investment Corp)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured secured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical and year of issue designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 18;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000U.S.$100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 U.S.$100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt senior, secured Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical or numeric designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall initially be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such additional or different put and call rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such additional or different representations and warranties and such additional or different covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (1) to reflect such additional or different put and call rights, covenants and defaults as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16 without further action on the part of the holders of the Notes outstanding under this Agreement or any Supplement and (2) to reflect such additional or different representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16 without further action on the part of the holders of the Notes outstanding under this Agreement or any Supplement;
(iv) subject to Section 17.1(a)(ii)(A), (1) all Initial Notes are collectively one class of securities and shall vote as a single class, and (2) each series Series of Additional Notes issued under a Supplement is collectively one class of securities and shall vote as a single class;
(v) each Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto, with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and if, before or after giving effect to the issuance and application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
(b) The right of the Company to issue, and the obligations of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Master Note Purchase Agreement (Hawaiian Electric Industries Inc)
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to this Agreement and all Supplements entered into in accordance with the terms of this Section 2.2 shall not exceed $600,000,000.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (i) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv4) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v5) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi6) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii7) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a waiver of Default or Event of Default shall be in effect.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(1) a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer's Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.2 on such date;
(2) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S;
(3) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes; and
(4) each Subsidiary Guarantor, if any, shall execute and deliver such documents and agreements as any Additional Purchaser or other holder of Notes may reasonably require to confirm that its Subsidiary Guaranty guarantees the obligations of the Company under such Additional Notes and under each other Series of Notes outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Additional Series of Notes. The Company Obligors may, from time to time, in its their sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series of its their unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical numerical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same series shall vote as a single class and constitute one series;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iv) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company Obligors and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion discretion, without the consent of any holders of any Series of Notes, but subject to the terms hereof, issue and sell prior to June 10, 2030 one or more additional series Series of its unsecured promissory notes or additional principal amount of any Series under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Bain Capital Specialty Finance, Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $400,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,0001,000,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 1,000,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to October 11, 2031 one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Blackstone Private Credit Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $300,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year sequential numeric and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional AZZ incorporated Note Purchase Agreement Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase Agreement (Azz Inc)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential distinctive alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment prepayments on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as may be permitted under the 1940 Act and as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,000U.S.$10,000,000, and the minimum denomination shall be U.S.$100,000 except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 U.S.$100,000 or more;
(viv) all Additional Notes shall constitute Senior Funded Debt of mature more than one year after the Company issuance thereof and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. Tortoise Pipeline & Energy Fund, Inc. Master Note Purchase Agreement It is specifically acknowledged and agreed that the Purchasers of the TTP 2011 Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement (each series being a "Series") pursuant to a supplement (a "Supplement") substantially in the form attached hereto as of Exhibit F. E. Each additional series Series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or ratesrate, mature on such date or datesdate, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iviii) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F E hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or moremore which has been paid down to less than $100,000;
(viv) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of Eagle Materials Inc. Note Purchase Agreement this Section 2.2 shall not exceed $500,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year sequential yearly and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued, and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, provided further, that if such additional covenants are less restrictive on the Company than any existing covenants set forth in this Agreement, then such additional covenants shall not in any way amend the existing covenants without the prior written consent of the requisite percentage of the holders of the Notes as set forth in Section 17.1, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. Eagle Materials Inc. Note Purchase Agreement The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Additional Series of Notes. The Company Issuer may, from time to time, in its sole discretion discretion, but subject to the terms hereofhereof (including, without limitation, Section 10.1(b)), issue and sell one or more additional series Series of its unsecured senior promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Note Supplement"”) substantially in the form attached hereto as of Exhibit F. 2.2. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Note Supplement shall be subject to the following terms and conditions:
(ia) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(iib) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iiic) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and events of default as shall be specified in the Note Supplement under which such Additional Notes are issuedissued provided, that any such additional covenants and events of default (other than with respect to interest rate, prepayments or premiums thereon, maturity thereof or payment schedules therefor) in favor of the holder of such Additional Notes shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Note Supplement remain outstanding and such additional covenants and events of default shall not amend, modify, impair or dilute the existing covenants and events of default set forth herein;
(ivd) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F 2.2 hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(ve) the minimum principal amount of any Note issued under a Note Supplement shall be $100,000500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 500,000 or more;
(vig) all Additional Notes shall constitute Senior Funded Debt senior Indebtedness of the Company Issuer and shall rank pari passu with all other outstanding NotesNotes under the terms of the Security Documents; and
(viih) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the Series A Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to May 3, 2031 one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Blackstone Private Credit Fund)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2006-A Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2006-A Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. The In addition to the issuance and sale of the Series 2015 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2015 Notes, the “Notes”) pursuant to this Agreement, provided that the aggregate principal amount of all Additional Notes issued pursuant to this Agreement shall not exceed Five Hundred Million Dollars ($500,000,000.00). Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall C, and will be subject to the following terms and conditions:
(i) the designation of each series of Additional Notes, when so issued, Notes shall be differentiated distinguish such series from the Notes of all previous series by year and sequential alphabetical designation inscribed thereonother series;
(ii) each series of Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to currency denominated outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iii) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and all other senior unsecured Indebtedness of the Company and its Subsidiaries;
(iv) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued;
(iv) each series of Additional Notes issued under this Agreement , and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, other terms and provisions as shall be specified in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;Supplement; and
(v) except to the minimum principal amount extent provided in foregoing clause (iv), all of any Note issued under a Supplement the provisions of this Agreement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The In addition to the issuance and sale of the Series 2004 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2004 Notes, the “Notes”) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed US$400,000,000 (or its equivalent in Euros determined at the time of issuance of any series or tranche of Notes denominated in Euros). Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to currency denominated (either US dollars or Euros) outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Indebtedness;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Tetra Technologies Inc)
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $1,000,000,000.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (i) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv4) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v5) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi6) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii7) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a waiver of Default or Event of Default shall be in effect.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(1) a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.1 on such date;
(2) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S;
(3) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes; and
(4) each Subsidiary Guarantor for which a Collateral Release shall not have occurred shall execute and deliver a Guaranty Accession Agreement in the form attached to the Subsidiary Guaranty.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series of its unsecured unsubordinated promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and any such additional covenants shall not impair, diminish or modify any existing covenants contained herewith;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,0007,500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 250,000 or more;
(viv) all Additional Notes shall mature more than one year after the issuance thereof and shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Note Purchase Agreement (Nn Inc)
Additional Series of Notes. The Company Issuer may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement and the Other Agreements (collectively, the "Agreements") pursuant to a supplement (a "Supplement") substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(ia) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(iib) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iiic) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;
(ivd) each series reference to "you" in the Agreements shall be deemed to be a reference to each Additional Purchaser, unless otherwise specified in the applicable Supplement or unless the context otherwise requires;
(e) each Series of Additional Notes issued under this Agreement the Agreements shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vf) the minimum principal amount of any Note issued under a Supplement shall be $100,0001,000,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 1,000,000 or more;
(vig) all Additional Notes shall constitute Senior Funded senior Debt of the Company Issuer and shall rank pari passu with all other outstanding Notes; and
(viih) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to such issuance and the application of the proceeds thereof, there exists or would exist any Default or Event of Default shall have occurred and be continuingDefault.
Appears in 1 contract
Sources: Note Purchase Agreement (Johns Manville Corp /New/)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to August 10, 2028 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. Each S. Any additional series of Notes notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:: North Haven Private Income Fund LLC Note Purchase Agreement
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and any associated cure rights or grace period without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants, including, for the avoidance of doubt, any associated cure rights or grace period, shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition, default, cure right or grace period expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or Tranche of Notes;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note Additional Notes issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; andand North Haven Private Income Fund LLC Note Purchase Agreement
(viiviii) no Additional Notes shall be issued hereunder if at after the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (North Haven Private Income Fund LLC)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to March 16, 2033 one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of North Haven Private Income Fund LLC Note Purchase Agreement Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and any associated cure rights or grace period without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants, including, for the avoidance of doubt, any associated cure rights or grace period, shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition, default, cure right or grace period expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note Additional Notes issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at after the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. North Haven Private Income Fund LLC Note Purchase Agreement
Appears in 1 contract
Sources: Master Note Purchase Agreement (North Haven Private Income Fund LLC)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2008 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2008 Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement that may be outstanding at any time shall not exceed $1,200,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Indebtedness;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or LIBOR breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides, so long as the Notes outstanding under such Supplement remain outstanding; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (the "amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, “Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;; EPT 16 LLC Note Purchase Agreement
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Note Purchase Agreement (Ept 16 LLC)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Series 2016 Notes plus Notes of all series issued and outstanding at any one time pursuant to all Supplements in accordance with the terms of this Section 1.2 shall not exceed $1,500,000,000. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:: Waste Connections, Inc. Note Purchase Agreement
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year sequential chronological and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment prepayments on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 17;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,00010,000,000, and the minimum denomination shall be $100,000 except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(viv) all Additional Notes shall constitute Senior Funded Debt of mature more than one year after the Company issuance thereof and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if if, at the time of issuance thereof and or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. It is specifically acknowledged and agreed that the Purchasers of the Series 2016 Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes. Waste Connections, Inc. Note Purchase Agreement
Appears in 1 contract
Sources: Master Note Purchase Agreement (Waste Connections, Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured senior secured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. B. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates(including method of calculation), mature on such date or datesdate, be subject to such mandatory and optional prepayment on the dates and at the premiumsYield-Maintenance Amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and agreements which are in addition to, or more restrictive than, the covenants and agreements to which the Company is subject pursuant to this Agreement without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and agreements shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and such additional covenants and agreements shall not otherwise amend or modify the covenants and agreements to which the Company is subject pursuant to this Agreement;
(iviii) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F B hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum aggregate principal amount of any Note Series of Notes issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more10,000,000;
(viv) all Additional Notes shall mature more than one year after the issuance thereof, shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the he application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $500,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by the year of issuance and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase Agreement (Hni Corp)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to February 5, 2030 one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; andand Hercules Capital, Inc. Note Purchase Agreement
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Hercules Capital, Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Series 2016 Notes plus Notes of all series issued and outstanding at any one time pursuant to all Supplements in accordance with the terms of this Section 1.2 shall not exceed $1,500,000,000. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:: Waste Connections, Inc. Note Purchase Agreement
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year sequential chronological and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment prepayments on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 17;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,00010,000,000, and the minimum denomination shall be $100,000 except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(viv) all Additional Notes shall constitute Senior Funded Debt of mature more than one year after the Company issuance thereof and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if if, at the time of issuance thereof and or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the Series 2016 Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Waste Connections, Inc.)
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured senior secured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to this Agreement and all Supplements in accordance with the terms of this Section 2.2 shall not exceed $600,000,000.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (i) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv4) each series Series of Additional Notes issued under this Agreement shall be substantially in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v5) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi6) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii7) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a waiver of Default or Event of Default shall be in effect.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(1) a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Sections 10.1, 10.2 and 10.3 on such date;
(2) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S;
(3) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes;
(4) each Additional Purchaser shall have become a party to the Intercreditor Agreement pursuant to a Joinder to Intercreditor Agreement in the form attached thereto; and
(5) each Purchaser shall have received a copy of letters from at least two Rating Agencies reaffirming that, immediately after giving effect to the issuance of such Additional Notes, the Notes (including such Additional Notes) shall be rated at least the same rating as the Notes were rated immediately prior to such issuance.
Appears in 1 contract
Sources: Note Purchase Agreement (Essential Utilities, Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to June 12, 2030 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the BUSINESS.33079804.1 Fidelity Private Credit Fund Note Purchase Agreement avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Fidelity Private Credit Fund)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2011 Notes, the Company may, in its sole and absolute discretion, from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under the provisions of pursuant to this Agreement (the “Additional Notes” and together with the Series 2011 Notes, the “Notes”), provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $200,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Funded Debt;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Polaris Industries Inc/Mn)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement the Agreements pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $250,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under the Agreements, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement the Agreements shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 500,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $500,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be ▇▇▇ ▇▇▇▇▇▇▇▇ Freight Line, Inc. Note Purchase Agreement amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement the Agreements pursuant to a supplement (a "SupplementSupplement ") substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "Additional NotesNotes ") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iv) each series Series of Additional Notes issued under this Agreement the Agreements shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 500,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional additional, fewer or different conditions precedent to closing, such representations and warranties warranties, such additional covenants and such additional covenants defaults (if any) as shall be specified in the Supplement under which such Additional Notes are issued;issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and defaults (if any) without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; Safehold Operating Partnership LP Note Purchase Agreement
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 500,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The In addition to the issuance and sale of the Series 2007 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2007 Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $1,500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Indebtedness;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Hunt J B Transport Services Inc)
Additional Series of Notes. The Company may, from at any time on or prior to timeMarch 31, 2008, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) : each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) ; Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) , but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series; each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issued;
issued and upon execution of any such Supplement, this Agreement shall be deemed amended (ivi) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of the Notes only for so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) ; the minimum principal amount of any Note issued under a Supplement shall be $100,0001,000,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 1,000,000 or more;
(vi) ; all Additional Notes shall constitute unsecured Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) and no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a waiver of Default or Event of Default shall be in effect (unless such waiver expressly permits the issuance of Additional Notes). The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued: a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer's Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.2(a) if tested on the date of such issuance and not on the last day of the immediately preceding fiscal quarter of the Company; the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S; and each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year sequential date and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same series shall vote as a single class and constitute one series;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended to incorporate such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and such additional events of default shall not diminish or reduce any existing covenants of events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iv) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum aggregate principal amount of any Note series of Notes issued under a Supplement shall be $5,000,000 and the minimum denomination shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall mature more than one year after the issuance thereof, shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at immediately prior to the time of issuance thereof and or immediately after giving effect to the issuance and the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuingexist.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to March 7, 2029 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (the "amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, “Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional ▇. ▇▇▇▇ ▇▇▇▇▇ OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Additional Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof both before and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuingcontinuing or any Change in Control shall have occurred.
Appears in 1 contract
Sources: Master Note Purchase Agreement (T. Rowe Price OHA Select Private Credit Fund)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2005 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2005 Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $400,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Debt;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. The In addition to the issuance and sale of the 2015 Notes, the Company may, in its sole and absolute discretion, from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under the provisions of pursuant to this Agreement (the “Additional Notes” and together with the 2015 Notes, the “Notes”), provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall 4824-7341-0592.7 not exceed $1,500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions (including any defined terms related thereto) that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") substantially in the form attached hereto as Exhibit F. S. Each additional series Series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;; TUPPERWARE FINANCE COMPANY B.V. Note Purchase Agreement
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The In addition to the issuance and sale of the 2011 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series Series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the 2011 Notes, the “Notes”, such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant to this Agreement; provided that the aggregate principal amount of all Notes issued pursuant to this Agreement that may be outstanding at any time shall not exceed $1,500,000,000. Each Series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series Series of Additional Notes, when so issued, Notes shall be differentiated distinguish such Series from the Notes of all previous series by year and sequential alphabetical designation inscribed thereonother Series;
(iib) each Series of Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumsrates, make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other;
(d) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplement;
(ive) each series any additional or more restrictive covenants, Events of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variationsDefault, omissions and insertions as rights (including, without limitation, any additional put rights) or similar provisions that are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under added by a Supplement shall be $100,000, except as may be necessary to evidence for the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt benefit of the Company and Series of Notes to be issued pursuant to such Supplement shall rank pari passu with apply to all other outstanding Notes, whether or not the Supplement so provides, so long as the Notes outstanding under such Supplement remain outstanding (an “Incorporated Provision”); and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;; SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Note Purchase Agreement (Solar Senior Capital Ltd.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to this Agreement and all Supplements in accordance with the terms of this Section 1.2 shall not exceed $1,000,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
; (ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series; (iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default as shall be specified in the Supplement under which such Additional Notes are issued;
issued and upon execution of any such Supplement, this Agreement shall automatically be deemed amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Additional Notes of that Series so long as any Additional Notes of that Series issued pursuant to such Supplement remain outstanding, except as expressly provided otherwise in this Agreement, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; (iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
hereunder or as may be approved by the Additional Purchasers of such Series of Additional Notes and the Company in accordance with this Agreement; (v) the minimum principal amount of any Note issued under a Supplement shall be $100,000250,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 250,000 or more;
; (vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
and (vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the Series 2015 Notes, or any other holder of Notes, shall not have any obligation to purchase any Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential distinctive alphabetical designation inscribed thereon;; Tortoise North American Energy Corporation Master Note Purchase Agreement
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment prepayments on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as may be permitted under the 1940 Act and as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,000U.S.$10,000,000, and the minimum denomination shall be U.S.$250,000 except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 U.S.$250,000 or more;
(viv) all Additional Notes shall constitute Senior Funded Debt of mature more than one year after the Company issuance thereof and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the TYN 2008 Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Tortoise North American Energy Corp)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its senior unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential distinctive alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment prepayments on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default (including covenants and/or events of default which are similar in structure to existing covenants and/or events of default and are more restrictive) as may be permitted under the 1940 Act and as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iviii) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(viv) the minimum principal amount of any Note series of Notes issued under a Supplement shall be $100,000U.S.$10,000,000, and the minimum denomination shall be U.S.$250,000 except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 U.S.$250,000 or more;; Tortoise Power and Energy Infrastructure Fund, Inc. Master Note Purchase Agreement
(viv) all Additional Notes shall constitute Senior Funded Debt of mature more than one year after the Company issuance thereof and shall rank pari passu with all other outstanding Notes; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the Series A Notes, or any other holder of Notes shall not have any obligation to purchase any Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Tortoise Power & Energy Infrastructure Fund Inc)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to September 30, 2035 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;; Antares Strategic Credit Fund Note Purchase Agreement
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. Antares Strategic Credit Fund Note Purchase Agreement
Appears in 1 contract
Sources: Master Note Purchase Agreement (Antares Strategic Credit Fund)
Additional Series of Notes. (a) The Company may, from time to timetime but no later than the first anniversary of the Closing Date, in its sole discretion but subject to the terms hereof, issue and sell to you, the Other Purchasers or any other purchaser you may designate, one or more additional series Series of its unsecured promissory senior notes in an amount not exceeding $100,000,000 in the aggregate under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit 2.2 or such other form as Exhibit F. may be agreed by the Company and the purchaser(s) of such additional Series of Notes.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditionsconditions and such other terms and conditions as the Company and the Additional Purchasers shall determine, in each case, in the sole discretion of each of such parties:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) each Series of Additional Notes when so issued shall be in a principal amount of $50,000,000;
(iii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;
(iiiiv) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (A) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (B) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(ivv) each series Series of Additional Notes issued under this Agreement shall be substantially in substantially the form attached hereto as of Exhibit 1 B to Exhibit F 2.2 with such variations, omissions and insertions as are necessary or permitted hereunderhereunder (subject to clause (c)(ii) below);
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and;
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing; and
(ix) such other terms as you shall agree in your sole discretion.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(i) a Responsible Officer of the Company shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information required to establish whether the Company is in compliance with the covenants set forth in Sections 10.1, 10.2 and 10.3 on such date;
(ii) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit 2.2, including such additional terms and conditions as are acceptable to each Additional Purchaser in its sole discretion; and
(iii) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to March 7, 2029 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (the "amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, “Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;
(iv) each series issued and upon execution of Additional Notes issued under any such Supplement, this Agreement shall be in substantially amended (a) to reflect such additional covenants without further action on the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount part of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.the
Appears in 1 contract
Sources: Master Note Purchase Agreement (T. Rowe Price OHA Select Private Credit Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants and any associated cure rights or grace periods without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants, including for the avoidance of doubt, any associated cure rights or grace periods, shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition, default, cure right or grace period expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;; Trinity Capital Inc. Master Note Purchase Agreement
(vvi) the minimum principal amount of any Additional Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and;
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing; and
(ix) the aggregate principal amount of Additional Notes issued hereunder shall not exceed $100,000,000.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Trinity Capital Inc.)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to March 15, 2024 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (the "amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, “Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series; HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or Tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (HPS Corporate Lending Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"” ) substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "“Additional Notes"” ) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same series shall vote as a single class and constitute one series;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended to incorporate such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided , that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iv) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum aggregate principal amount of any Note series of Notes issued under a Supplement shall be $5,000,000 and the minimum denomination shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall mature more than one year after the issuance thereof and shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder hereunder, if at immediately prior to the time of issuance thereof and or immediately after giving effect to the issuance and the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuingexist.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S, provided that the aggregate principal amount of all Additional Notes (as Exhibit F. defined below) issued pursuant to all Supplements in accordance with the terms of this Section 2.2, when added together with the original aggregate principal amount of the Series 2007A Notes, shall not exceed $600,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but subject to Section 17.1(c) all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect any additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenant shall not impair, diminish or otherwise adversely modify any existing covenants contained herein, provided further, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to May 22, 2027 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series; G▇▇▇▇ Capital Private Credit Fund Note Purchase Agreement
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Additional Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Golub Capital Private Credit Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") to this Agreement substantially in the form attached of Exhibit S hereto as Exhibit F. (a “Supplement”). Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) all Additional Notes shall constitute senior Indebtedness of the same series may consist of more than one different Company and separate tranches and may differ shall rank pari passu with respect to all other outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturityNotes;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory scheduled prepayments and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iv4) all purchasers of Additional Notes (such Persons being referred to as “Additional Purchasers”) shall be Institutional Investors;
(5) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F the Supplement with such variations, omissions and insertions as are necessary or permitted hereunder;
(v6) the aggregate principal amount of all Notes issued under this Agreement shall not exceed CAD$70,000,000;
(7) the minimum aggregate amount of any Series of Additional Notes issued under a Supplement shall be $10,000,000;
(8) the minimum principal amount of any Note issued under a Supplement shall be $100,0001,000,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 1,000,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii9) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(ia) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(iib) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iiic) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued, provided, that any such additional covenants shall inure to the benefit of all Holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(ivd) each series reference to “you”, “Purchaser” or “Holders of the Notes” in this Agreement shall be deemed to be a reference to each Additional Purchaser, unless otherwise specified herein or in the applicable Supplement or unless the context otherwise requires;
(e) each Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vf) the minimum principal amount of any Note Series of Notes issued under a Supplement shall be $100,00010,000,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 1,000,000 or more;
(vig) all Additional Notes shall constitute Senior Funded Debt senior Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and;
(viih) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to such issuance and the application of the proceeds thereof, there exists or would exist any Default or Event of Default Default; and
(i) each Series of Additional Notes issued under this Agreement shall have occurred and be continuingarranged by the Arranger.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to August 13, 2035 one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto of Exhibit S. Any additional notes (as Exhibit F. Each additional series of Notes (amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution thereof pursuant to Section 13, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) if such Additional Notes will constitute a new Series, each series such Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity;, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series; HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) any Additional Notes may be issued with a premium or discount as necessary in order to make such Additional Notes fungible for federal income tax and securities law purposes with any existing Series or tranche of Notes issued hereunder;
(v) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvi) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vivii) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(viiviii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and immediately after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (HPS Corporate Capital Solutions Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series outstanding pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $750,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year sequential numeric and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16 (for the avoidance of doubt, references to “additional” covenants in this Section includes any covenants which are more favorable to the purchaser of such Additional Notes); AZZ Inc. Note Purchase Agreement
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase Agreement (Azz Inc)
Additional Series of Notes. The Company may, from time to time, in its sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "Supplement") substantially in the form attached hereto as of Exhibit F. S. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same series shall vote as a single class and constitute one series;
(iii) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and, upon execution of any such Supplement, this Agreement shall be amended to include such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement (which amendment shall in no event reduce or impair any of the covenants then existing in this Agreement), provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding;
(iv) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunderhereunder and thereunder;
(v) the minimum aggregate principal amount of any Note Additional Notes issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more10,000,000;
(vi) all Additional Notes shall mature more than one year after the issuance thereof and shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Note Purchase Agreement (Ihop Corp)
Additional Series of Notes. (a) The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to this Agreement and all Supplements entered into in accordance with the terms of this Section 2.2 shall not exceed $600,000,000.
(b) Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i1) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii2) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall, if and to the extent this Agreement requires or permits voting by Series, vote as a single class and constitute one Series;
(iii3) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such put rights and mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and defaults as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended (i) to reflect such additional put rights, covenants and defaults without further action on the part of the holders of Notes outstanding under this Agreement, provided, that any such additional put rights, covenants and defaults shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and (ii) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv4) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S with such variations, omissions and insertions as are necessary or permitted hereunder;
(v5) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi6) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii7) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, (i) any Default or Event of Default shall have occurred and be continuingcontinuing or (ii) a waiver of Default or Event of Default shall be in effect.
(c) The right of the Company to issue, and the obligation of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
(1) a duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including all Supplements) and setting forth the information and computations (in sufficient detail) required to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.2 on such date;
(2) the Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S;
(3) each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of such Additional Notes; and
(4) each Subsidiary Guarantor, if any, shall execute and deliver such documents and agreements as any Additional Purchaser or other holder of Notes may reasonably require to confirm that its Subsidiary Guaranty guarantees the obligations of the Company under such Additional Notes and under each other Series of Notes outstanding.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2018 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2018 Notes, the “Notes”) pursuant to this Agreement, provided that the aggregate principal amount of all Additional Notes issued pursuant to this Agreement shall not exceed Five Hundred Million Dollars ($500,000,000.00). Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall H, and will be subject to the following terms and conditions:
(i) the designation of each series of Additional Notes, when so issued, Notes shall be differentiated distinguish such series from the Notes of all previous series by year and sequential alphabetical designation inscribed thereonother series;
(ii) each series of Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to currency denominated outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iii) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and all other senior unsecured Indebtedness of the Company and its Subsidiaries;
(iv) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued;
(iv) each series of Additional Notes issued under this Agreement , and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, other terms and provisions as shall be specified in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;Supplement; and
(v) except to the minimum principal amount extent provided in foregoing clause (iv), all of any Note issued under a Supplement the provisions of this Agreement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell prior to March 25, 2035 one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and, provided further, for the avoidance of doubt, no covenant, definition or default expressly set forth in this Agreement as of the date of this Agreement shall be deemed to be amended or deleted in any respect to be less favorable to the holders of the Notes by virtue of the provisions of this clause (iii), and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; Blackstone Private Credit Fund Note Purchase Agreement
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Blackstone Private Credit Fund)
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $600,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt Indebtedness of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase Agreement (Molex Inc)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2006-A Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2006-A Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 16 of this Agreement) pursuant to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed the Yen equivalent of $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(ive) each any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Additional Notes to be issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 pursuant to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary apply to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes, whether or not the Supplement so provides; and
(viif) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but with the consent of the Series A Purchasers and the Required Holders and subject to the terms hereof, issue and sell one or more additional series Series of (I) its unsecured senior subordinated fixed rate secured promissory notes (together with the Series A Notes, the “Fixed Rate Notes”) or (II) its senior subordinated floating rate secured promissory notes (the “Floating Rate Notes”) under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. D. Each additional series Series of Notes (either as a Fixed Rate Note or Floating Rate Note, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) each Series of Additional Notes of the same Notes, when so issued, shall be further differentiated from all previous series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption by either a Fixed Rate Note or payment prior to maturityFloat Rate Note designation inscribed thereon;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates(including method of calculation), mature on such date or datesdate, be subject to such mandatory and optional prepayment on the dates and at the premiumswith such Yield-Maintenance Amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be deemed amended to reflect such additional covenants and agreements which are in addition to, or more restrictive than, the covenants and agreements to which the Company is subject pursuant to this Agreement without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any additional covenants and agreements shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding and such additional covenants and agreements shall not otherwise amend or modify the covenants and agreements to which the Company is subject pursuant to this Agreement;
(iv) each series Series of Additional Notes issued under this Agreement shall shall, at the election of the Company, be in substantially the form of either Exhibit A-2 (Fixed Rate Note) or Exhibit A-3 (Floating Rate Note) attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum aggregate principal amount of any Note Series of Notes issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes10,000,000; and
(viivi) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional series Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $300,000,000. Each additional series Series of Notes (the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series Series of Additional Notes, when so issued, shall be differentiated from all previous series Series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;
(iii) each series Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Old Dominion Freight Line, Inc. Note Purchase Agreement Notes are issuedissued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;
(iv) each series Series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as of Exhibit 1 to Exhibit F S hereto with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding Notes; and
(vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.. The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:
Appears in 1 contract
Sources: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)
Additional Series of Notes. The Company Obligors may, from time to time, in its their sole discretion discretion, but subject to the terms hereof, issue and sell one or more additional series of its unsecured their promissory notes under the provisions of this Agreement pursuant to a supplement to this Agreement (a "“Supplement"”) substantially in the form attached hereto as of Exhibit F. G hereto. Each additional series of Notes (collectively, the "“Additional Notes"”) issued pursuant to a Supplement shall be subject to the following terms and conditions:
(i) each series of Additional Notes, when so issued, shall be differentiated from all previous series by reference inscribed thereon to the calendar year and sequential alphabetical designation inscribed thereonin which such series of Notes is issued separated by a hyphen from a numerical reference (beginning with the number “1”) of the number of series of Additional Notes issued in such calendar year (by example, if the Obligors issued a second series of Notes hereunder in 1995, such series of Additional Notes would be designated “1995-2”);
(ii) each series of Additional Notes of the same series may consist of be divided into two or more than one different and tranches which shall be differentiated by separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturitysequential alphabetical designations;
(iii) all Additional Notes shall constitute senior Indebtedness of the Obligors and shall rank pari passu with all other outstanding Notes;
(iv) each series of Additional Notes shall be dated the date of issue, bear interest at such fixed rate or fixed rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, as are set forth in such series of Notes, and have such additional or different conditions precedent to closing, closing and such representations and warranties and such additional covenants as shall be specified in the Supplement under which such Additional Notes are issued;
(ivv) all purchasers of Additional Notes (such Persons being referred to as “Additional Purchasers”) shall be Institutional Holders;
(vi) each series of Additional Notes issued under this Agreement shall be in substantially the form attached hereto as Exhibit 1 of Annex A to Exhibit F the Supplement with such variations, omissions and insertions as are necessary or permitted hereunder;
(vvii) the minimum principal amount of any Note issued under a Supplement shall be $100,000500,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 500,000 or more;
(viviii) all each series of Additional Notes shall constitute Senior Funded Debt be issued in accordance with Section 6.3 of the Company Security Agreement unless, pursuant to Section 8.4 of the Security Agreement, the lien of the Security Trustee on all of the Collateral has been, and shall rank pari passu with all other outstanding Notesremains, released; and
(viiix) no Additional Notes shall be issued hereunder if at the time of issuance thereof and or after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Note Agreement (Quad/Graphics, Inc.)
Additional Series of Notes. The In addition to the issuance and sale of the Series 2008 Notes, the Company may, may from time to time, in its sole discretion but subject to the terms hereof, time issue and sell one or more additional series of its unsecured promissory notes under (the provisions “Additional Notes” and together with the Series 2008 Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement Agreement) pursuant to this Agreement. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement
(a "“Supplement"”) in substantially in the form attached hereto as of Exhibit F. Each additional series of Notes (the "Additional Notes") issued pursuant to a Supplement shall 1.2, and will be subject to the following terms and conditions:
(ia) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b) each series of Additional Notes, when so issued, shall be differentiated from all previous series by year and sequential alphabetical designation inscribed thereon;
(ii) Additional Notes of the same series may consist of more than one different and separate tranches and may differ with respect as to outstanding principal amounts, maturity dates, interest rates and premiumspremiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(iiic) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Indebtedness;
(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and or optional prepayment prepayments, if any, on the dates and at with the premiumsmake-whole amounts, premiums or LIBOR breakage amounts, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified are provided in the Supplement under which such Additional Notes are issued;
(iv) each series of Additional Notes issued under this Agreement , and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in substantially the form attached hereto as Exhibit 1 to Exhibit F with such variations, omissions and insertions as are necessary or permitted hereunder;
(v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more;
(vi) all Additional Notes shall constitute Senior Funded Debt of the Company and shall rank pari passu with all other outstanding NotesSupplement; and
(viie) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect except to the application extent provided in foregoing clause (d), all of the proceeds thereof, any Default or Event provisions of Default this Agreement shall have occurred and be continuingapply to all Additional Notes.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Ultra Petroleum Corp)