Amendments to the Note Purchase Agreement Sample Clauses

Amendments to the Note Purchase Agreement. The Note Purchase Agreement is hereby amended as follows: (a) The following new defined term and definition thereof is hereby added to Section 1.01 of the Note Purchase Agreement in appropriate alphabetical order:

Amendments to the Note Purchase Agreement. Upon the execution and delivery of this Amendment and satisfaction of the conditions precedent set forth herein, the definition of “Maximum Note Principal Balance” in Section 1.01 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows:

Amendments to the Note Purchase Agreement. The terms of and agreements under the Note Purchase Agreement are hereby amended as follows: (a) The Purchaser hereby ratifies and reaffirms its Commitment to purchase Notes from time to time in accordance with the terms of the Note Purchase Agreement and this Amendment. (b) Notwithstanding anything to the contrary in the Note Purchase Agreement, (i) the Commitment, maturity date of the Notes and Draw Period is hereby extended from February 12, 2023 to February 12, 2024, with corresponding changes to the defined terms “Notes” and “Draw Period”, the recitals, Section 2.2 of the Note Purchase Agreement and the Form of Note, mutatis mutandis, (ii) subject to clause (iii) of Section 1(b) of this Amendment, the aggregate principal amount of Notes subject to the Commitment of the Purchaser to purchase Notes from time to time at the Purchase Price under the Note Purchase Agreement shall not exceed US$550,000,000 until February 12, 2023 and shall not exceed US$500,000,000 from February 12, 2023 until February 12, 2024 and (iii) in the event that the aggregate principal amount of Notes issued and outstanding under the Note Purchase Agreement on February 12, 2023 exceeds US$500,000,000 (such excess, the “Excess Amount”), the Company shall promptly (and in any event within two Business Days) repay, prepay, repurchase, redeem, legally defease or otherwise retire (or cause to be repaid, prepaid, repurchased, redeemed, legally defeased or otherwise retired) such Excess Amount at a price equal to 100% of such Excess Amount (plus any applicable accrued and unpaid interest on the Excess Amount) such that the remaining aggregate principal amount of Notes issued and outstanding does not exceed US$500,000,000. (c) Section 2.5 is hereby amended and restated in its entirety as follows: “The Company agrees that from the first Closing Date hereunder, at any time that Notes have been drawn and are outstanding or within 45 days prior to each Closing Date hereunder, without the prior written consent of the Purchaser, the Company will not and will not permit any of its Subsidiaries to make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on the Existing Unsecured Notes or the Series II Notes (as defined in the SBG Unsecured Notes Indenture), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on ...

Amendments to the Note Purchase Agreement. Effective on the date of this Amendment, the Note Purchase Agreement is amended as follows: (A) Section 1 is amended by adding new Section 1.2A, Section 1.3A, Section 1.4A, Section 1.5A and Section 1.6A to the Note Purchase Agreement to read as follows:

Amendments to the Note Purchase Agreement i. The following definition of the capitalized term “Date Certain” in Schedule B to the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Amendments to the Note Purchase Agreement i. Section 4.2.7 is hereby amended and restated in its entirety to read as follows:

Amendments to the Note Purchase Agreement. 1.1 AMENDMENT TO SECTION 1.1:

Amendments to the Note Purchase Agreement. Pursuant to Section 17.1(a) of the Note Purchase Agreement, the Purchasers agree that: (a) Section 4.2.1(c) of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following: “At least two Business Days prior to the proposed date of a Drawdown consisting in whole or in part of proceeds of the Notes, the Company shall have provided each of the Holders (with a copy to the Independent Engineer) with a certificate confirming that COD has occurred with respect to the Systems being funded under the requested Drawdown and signed by an authorized representative of the Company, substantially in the form of Exhibit 4.2.1(c) (the “Company’s COD Certificate”).” (b) Section 4.2.1(d) of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following: “At least one Business Day prior to the proposed date of a Drawdown consisting in whole or in part of proceeds of the Notes, the Independent Engineer shall have provided each of the Holders with a certificate dated the date of delivery of such certificate, confirming that COD has occurred with respect to the Systems being funded under the requested Drawdown, substantially in the form of Exhibit 4.2.1(d) (the “Independent Engineer’s COD Certificate”).” (c) Section 4.2.8 of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following:

Amendments to the Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, and effective as of the date such conditions are satisfied, the parties hereto agree that the Note Purchase Agreement is hereby amended as follows: (a) Section 10.13 of the Note Purchase Agreement is hereby amended to insert a new clause (f) to the end thereof to read in its entirety as follows:

Amendments to the Note Purchase Agreement. Upon the "Effective Date" (as ----------------------------------------- defined in Section 3 below), the Note Purchase Agreement is hereby amended as --------- follows: a. Amendment to Section 6.8(a) of the Disclosure Schedule. ------------------------------------------------------