Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13) in an aggregate principal amount of $0, to be dated the date of issue thereof, mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereof, bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c). The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (a) the same final maturity, (b) the same principal prepayment dates, (c) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (d) the same interest rate, (e) the same interest payment periods and (f) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 2 contracts
Samples: Second Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co), Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0150,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), but with interest at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Make Whole Amount and interest, and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Tractor Supply Co /De/), Note Purchase and Private Shelf Agreement (Tractor Supply Co /De/)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (as amended, restated, supplemented or otherwise modified from time to time, the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13) in an aggregate principal amount of $0”), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 sixteen years after from the date of original issuance thereofissuance, to have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereofsixteen years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-4. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A 2001 Agreement Note, each Series B AX Note, each Series BX Note, each Series CX Note, each Series D Note and each Shelf NoteNote delivered pursuant to any provision of the 2001 Agreement, the 2006 Agreement or this Agreement, as applicable, and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Alexander & Baldwin Inc), Note Purchase and Private Shelf Agreement (Alexander & Baldwin Holdings, Inc.)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 7 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)2.2.6., but with interest at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Yield Maintenance Amount and interest, and to be substantially in the form of Exhibit 1(c)1.2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 2 contracts
Samples: Third Amended and Restated Note Purchase and Shelf Agreement (Nn Inc), Second Amended and Restated Note Purchase and Shelf Agreement (Nn Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution or exchange therefor or replacement thereof pursuant to Section 13) in an the aggregate principal amount of up to $050,000,000 (or its equivalent in the Accepted Currencies), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c)1-C attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods periods, (vi) the same currency specification and (fvii) the same date of issuance (which, in the case of a Note issued in substitution, exchange or replacement for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 2 contracts
Samples: Multicurrency Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De), Multicurrency Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De)
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 1314) in an the aggregate principal amount of $095,000,000 (including the equivalent in Applicable Currencies as determined in accordance with Section 3.2(a)), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, to be in the Applicable Currency and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e3.2(e), and to be substantially in the form of Exhibit 1(c)1-C attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods dates, (vi) the same currency specification and (fvii) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 2 contracts
Samples: Multi Currency Note Purchase and Private Shelf Agreement, Multi Currency Note Purchase and Private Shelf Agreement (MSA Safety Inc)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior unsecured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of up to $095,000,000, each Shelf Note to be dated the date of issue thereof, mature, (x) in the case of each Shelf Note so issuedissued bearing a fixed rate of interest (each, a “Fixed Rate Shelf Note”), to mature no more than 12 twelve years after the date of original issuance thereof and to have an average life of no more than ten years after the date of original issuance thereof or (y) in the case of each Note so issued bearing a floating rate of interest (each, a “Floating Rate Shelf Note”), to mature no more than five years after the date of original issuance thereof and to have an average life of no more than five years after the date of original issuance thereof, have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)paragraph 2G, and to be substantially in the form of Exhibit 1(c)A-2 attached hereto in the case of a Fixed Rate Shelf Note and Exhibit A-3 in the case of a Floating Rate Shelf Note. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Issued Series A Note and each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Issued Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest raterate option (fixed or floating), (ev) the same interest rate (in the case of Fixed Rate Shelf Notes) or the same LIBOR Rate Margin and Base Rate Margin (in the case of Floating Rate Shelf Notes), (vi) the same interest payment periods (in the case of Fixed Rate Shelf Notes) or the same Interest Periods (in the case of Floating Rate Shelf Notes) and (fvii) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Watsco Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13"SHELF NOTES") in an the aggregate principal amount of $055,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Note” "SHELF NOTE" and “Notes” "SHELF NOTES" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "NOTE" and "NOTES" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” "SERIES" of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Cenex Harvest States Cooperatives)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0100,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Nordson Corp)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an such aggregate principal amount that Company and Prudential may mutually agree (in their sole and absolute discretion) as set forth in a written amendment to this Agreement expressly referring to this paragraph. To the extent the Company and Prudential shall agree on the issuance of $0additional Shelf Notes, to then such Shelf Note shall be dated the date of issue thereof, mature, in the case of each Shelf Note so issued, to mature no more than 12 ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, life of no more than 8 ten years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), paragraph 2B(6) and to be substantially in the form of Exhibit 1(c)B attached to the Original Agreement. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A 2001 Note, each Series B AA Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Stanley Furniture Co Inc.)
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $0400,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 twenty years after from the date of original issuance thereofissuance, to have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereoffifteen years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-4 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used ----------- herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A NoteA, each Series B and C Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Alexander & Baldwin Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 13) in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 7 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c)1.2 attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B 2010 Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (a) the same final maturity, (b) the same principal prepayment dates, (c) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (d) the same interest rate, (e) the same interest payment periods periods, (f) the same currency specification and (fg) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Checkpoint Systems Inc)
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue of (but, except as provided in paragraph 2(B)7 will not be obligated to issue) its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $070,000,000 (or the Canadian Dollar Equivalent), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 5 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto in the case of Notes denominated in American Dollars and substantially in the form of Exhibit A-2 attached hereto in the case of notes denominated in Canadian Dollars. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Ace Hardware Corp)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior unsecured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $025,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 seven years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-3 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Exchange Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Waste Industries Usa Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $050,000,000 (or the equivalent in the Available Currencies), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 fifteen years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 twelve years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-3 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods periods, (vi) the same currency denomination and (fvii) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Senior Promissory Notes Agreement (Dentsply International Inc /De/)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior unsecured promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $025,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 seven years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Waste Industries Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0up to the Available Facility Amount, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 thirteen (13) years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 thirteen (13) years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Centerspace)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior secured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0, 10,000,000; to be dated the date of issue thereof, ; to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, ; to have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereof, ; to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, forth in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), paragraph 2F; and to be substantially in the form of Exhibit 1(c)A-4 attached hereto. The terms term “Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The term “Notes” as used in this Agreement shall mean any Series A Note, each any Series B Note, any Series C Note and each or any Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods periods, and (fvi) the same original date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other Capitalized terms used herein have the meanings specified in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreementparagraph 10.
Appears in 1 contract
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue issue, from time to time, of its additional senior promissory notes (the “‘Shelf Notes,” ’, such term to include any such notes issued in substitution thereof pursuant to Section 1313 of this Agreement) in an with the aggregate principal amount of Notes outstanding at any time not to exceed $0300,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 20 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)2.7, and to be substantially in the form of Exhibit 1(c)1-E attached hereto. The terms “Note” and “term ‘Notes” ’ as used herein shall include each Series A Existing Note, each Series B D Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment installment payment dates, (ciii) the same principal prepayment installment payment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same original date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued)issuance, are herein called a “‘Series” ’ of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.”
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (herein called the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0270,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 fifteen (15) years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 fifteen (15) years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, annum (and to have such other particular terms, terms consistent with the terms of this Agreement) as shall be set forth, in the case of each Shelf Note so issued, forth in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)paragraph 2F, and to be substantially in the form of Exhibit 1(c)A-4 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and or “Notes” as used herein shall include each Shelf Note (whether designated a Series A Note, each Series B Note or Series C Note, etc.) delivered pursuant to any provision of this Agreement and each Shelf NoteNote delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods periods, and (fvi) the same date of issuance (which, which are otherwise designated a “Series” hereunder or in the case Confirmation of a Note issued in exchange for another Note, shall be deemed for these purposes Acceptance whether or not the date on which such Note’s ultimate predecessor Note was issued)foregoing conditions are satisfied, are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Applied Industrial Technologies Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (together with any notes issued in substitution, replacement or exchange therefor pursuant to paragraph 12D, the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of up to $0115,000,000 (including the equivalent thereof in the Available Currencies), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 twelve (12) years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 ten (10) years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution, replacement or exchange for any such Note pursuant to any such provision, as such Notes are amended, restated or otherwise modified from time to time. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods periods, (vi) the same currency specification and (fvii) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Multi Currency Note Purchase and Private Shelf Agreement (Kadant Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $070,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-3 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A F Note, each Series B G Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (CHS Inc)
Authorization of Issue of Shelf Notes. The Company will Co-Issuers shall authorize the issue of its additional senior promissory notes of the Co-Issuers (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $075,000,000, to be a joint and several obligation of the Co-Issuers, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-3 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A B Note, each Series B C Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Cedar Fair L P)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (as amended, restated, supplemented or otherwise modified from time to time, the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof therefor pursuant to Section 13) in an aggregate principal amount paragraph 12D of $0this Agreement), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 sixteen years after from the date of original issuance thereofissuance, to have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereofsixteen years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2. The terms “Note” and “Notes” as used herein shall include each Series A AX Note, each Series B BX Note, each Series CX Note, each Series F Note, each Series G Note, each Series H Note, each Series I Note, each Series J Note, each Series K Note, each Series L Note, each Series M Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (Alexander & Baldwin, Inc.)
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 13) in an the aggregate principal amount of $0175,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c)1-B attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods dates and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Amended and Restated Note Purchase and Private Shelf Agreement (MSA Safety Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13" ) in an the aggregate principal amount of $025,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Manitowoc Co Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior secured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $080,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 twelve (12) years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 ten (10) years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2A(5), and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Series A Note, each Series B Shelf Note delivered pursuant to any provision of this Agreement and each Shelf NoteNote delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. Shelf Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Shelf Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Shelf Note issued in exchange for another Shelf Note, shall be deemed for these purposes the date on which such Shelf Note’s ultimate predecessor Shelf Note was issued), are herein called a “Series” of Shelf Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Tennant Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of up to $025,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 ten years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), paragraph 2B(6) and to be substantially in the form of Exhibit 1(c)B attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Series A Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each 2001 Note, each Series B AA Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Stanley Furniture Co Inc.)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 13) in an the aggregate principal amount of $0200,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 13 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2.1(f), and to be substantially in the form of Exhibit 1(c)1 attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Shelf Note delivered pursuant to any provision of this Agreement and each Shelf NoteNote delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Oceaneering International Inc)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0the then applicable Available Facility Amount, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-3 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Amended and Restated Note Purchase and Private Shelf Agreement (Oil-Dri Corp of America)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (as amended, restated, supplemented or otherwise modified from time to time, the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof therefor pursuant to Section 13) in an aggregate principal amount paragraph 12D of $0this Agreement), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 sixteen years after from the date of original issuance thereofissuance, to have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereofsixteen years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c). A. The terms “Note” and “Notes” as used herein shall include each Series A AX Note, each Series B BX Note, each Series CX Note, each Series D Note, each Series E Note, each Series F Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Alexander & Baldwin, Inc.)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0up to the Available Facility Amount (as defined below), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), but with interest at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Make Whole Amount and interest, and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Old Dominion Freight Line, Inc.)
Authorization of Issue of Shelf Notes. The Company will authorize the issue in one or more series of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an aggregate principal amount of not to exceed $0100,000,000, to be dated the date of issue thereof, matureto have a final maturity date, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average lifea Weighted Average Life to Maturity, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the applicable rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2(b)(v), and to be substantially in the form of Exhibit 1(c)1B attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a "Section" are, unless otherwise specified, references to a Section of this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $030,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 ten years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), paragraph 2B(6) and to be substantially in the form of Exhibit 1(c)A-1 attached hereto. The terms “"Note” " and “"Notes” " as used herein shall include each Series A Note, each Series B Shelf Note delivered pursuant to any provision of this Agreement and each Shelf NoteNote delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Facility Agreement (Stanley Furniture Co Inc/)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior secured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0100,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(6), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Senior Secured Promissory Notes Agreement (Hilb Rogal & Hobbs Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0200,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no less than 6 years and no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)paragraph 2E, and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms “Shelf Note”, “Note”, “Shelf Notes” and “Notes” as used herein shall include each Series A Note, each Series B Shelf Note delivered pursuant to any provision of this Agreement and each Shelf NoteNote delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Corn Products International Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0up to the Available Facility Amount, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 twelve (12) years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 twelve (12) years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), but with interest at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Make Whole Amount and interest, and to be substantially in the form of Exhibit 1(c)A-5 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note, each Series C Note, each Series D Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Saia Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 25 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 20 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Ruddick Corp)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $075,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Series A Note, each Series B Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include the Existing Notes and each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Steak & Shake Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0150,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), but with interest at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Make Whole Amount and interest, and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tractor Supply Co /De/)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (in the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13) in an aggregate principal amount of up to $030,000,000 (the "SHELF NOTES"), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 seven years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 seven years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)EXHIBIT A-2 attached hereto. The terms “Note” "SHELF NOTE" and “Notes” "SHELF NOTES" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "NOTE" and "NOTES" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods periods, and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” "SERIES" of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Uncommitted Master Shelf Agreement (National Consumer Cooperative Bank /Dc/)
Authorization of Issue of Shelf Notes. The Company will authorize the issue in one or more series of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an aggregate principal amount of not to exceed $050,000,000, to be dated the date of issue thereof, matureto have a final maturity date, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average lifea Weighted Average Life to Maturity, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the applicable rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2(b)(v), and to be substantially in the form of Exhibit 1(c)1C attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” are, unless otherwise specified, references to a Section of this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co)
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue issue, from time to time, of its additional senior promissory notes (the “‘Shelf Notes,” ’, such term to include any such notes issued in substitution thereof pursuant to Section 1313 of this Agreement) in an with the aggregate principal amount of Notes outstanding at any time not to exceed $0200,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 20 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)2.7, and to be substantially in the form of Exhibit 1(c)1-E attached hereto. The terms “Note” and “term ‘Notes” ’ as used herein shall include each Series A Existing Note, each Series B D Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment installment payment dates, (ciii) the same principal prepayment installment payment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same original date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued)issuance, are herein called a “‘Series” ’ of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.”
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc)
Authorization of Issue of Shelf Notes. The Company Issuer will from time to time authorize the issue and sale of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0up to the Available Facility Amount at such time, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c)Schedule 1.2 attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” areA and, unless otherwise specified, to a Schedule or an Exhibit attached to for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Davey Tree Expert Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior secured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0100,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2A(5), and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms “Shelf Note”, “Shelf Notes”, “Note” and “Notes” as used herein shall include each Series A Note, each Series B Shelf Note delivered pursuant to any provision of this Agreement and each Shelf NoteNote delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. Shelf Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Shelf Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Shelf Note issued in exchange for another Shelf Note, shall be deemed for these purposes the date on which such Shelf Note’s ultimate predecessor Shelf Note was issued), are herein called a “Series” of Shelf Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Advanced Drainage Systems, Inc.)
Authorization of Issue of Shelf Notes. The Company Issuers will authorize the issue of its additional their senior secured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0up to the Available Facility Amount, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 12.5 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12.5 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, forth in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)paragraph 2A(5) but with interest at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms term “NoteNotes” and “Shelf Notes” as used herein shall include each Series A Note, each Series B Note such senior secured promissory note delivered pursuant to any provision of this Agreement and each Shelf Notesuch senior secured promissory note delivered in substitution or exchange for any other Note pursuant to any such provision. Notes which have (a) the same final maturity, (b) the same principal prepayment dates, (c) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (d) the same interest rate, (e) the same interest payment periods and (f) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 13) in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to have an amortization of no more than $50,000,000 in any calendar year when aggregated with the amortization of all Notes then issued and outstanding under this Agreement, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c)Schedule 1-C attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Ramco Gershenson Properties Trust)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13"SHELF NOTES") in an the aggregate principal amount of $025,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 7 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2.2(5), and to be substantially in the form of Exhibit 1(c)A-4 attached hereto. The terms “Note” "SHELF NOTE" and “Notes” "SHELF NOTES" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "NOTE" and "NOTES" as used herein shall include each Series A C Note, each Series B D Note, each Series E Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” "SERIES" of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Schawk Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13) in an the aggregate principal amount of $015,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 ten years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 7 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), paragraph 2B(6) and to be substantially in the form of Exhibit 1(c)A-2 attached hereto. The terms “Note” Shelf Note and “Notes” Shelf Notes as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms Note and Notes as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” Series of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Stanley Furniture Co Inc/)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13"SHELF NOTES") in an the aggregate principal amount of $040,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e)paragraph 2E, and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms “Note” "SHELF NOTE" and “Notes” "SHELF NOTES" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "NOTE" and "NOTES" as used herein shall include each Series A Note, each Series B Note, Series C Note, Series D Note, Series E Note, Series F Note, Series G Note, Series H Note, Series I Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “Series” "SERIES" of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Private Shelf Agreement (Regis Corp)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0150,000,000 less the aggregate principal amount of Series B Notes issued on the Series B Closing Day, to be dated the date of issue thereof, matureto have a final maturity date, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average lifea Weighted Average Life to Maturity, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the applicable rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2(b)(v), and to be substantially in the form of Exhibit 1(c)1C attached hereto. The terms “Shelf Note” and “Shelf Notes” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” are, unless otherwise specified, references to a Section of this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13) in an aggregate principal amount of $025,000,000, to be dated the date of issue thereof, mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, have an average life, in the case of each Shelf Note so issued, of no more than 8 years after the date of original issuance thereof, bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c1(b). The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (a) the same final maturity, (b) the same principal prepayment dates, (c) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (d) the same interest rate, (e) the same interest payment periods and (f) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior secured promissory notes (the “Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13”) in an the aggregate principal amount of $0up to the then applicable Available Facility Amount, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2A(5), and to be substantially in the form of Exhibit 1(c)A attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf Note. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Shelf Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Shelf Note issued in exchange for another Shelf Note, shall be deemed for these purposes the date on which such Shelf Note’s ultimate predecessor Shelf Note was issued), are herein called a “Series” of Shelf Notes. Certain capitalized The terms “Shelf Note” and other terms “Shelf Notes”, “Note” and “Notes” as used in herein shall include each Shelf Note delivered pursuant to any provision of this Agreement are defined and each Shelf Note delivered in Schedule B; substitution or exchange for any such Shelf Note pursuant to any such provision and, without limiting the foregoing, the terms “Note” and references to a “ScheduleNotes” as used herein shall include each Existing Note, each note delivered in substitution or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached exchange for any such Existing Note pursuant to this AgreementAgreement and each Shelf Note.
Appears in 1 contract
Samples: Private Shelf Agreement (Advanced Drainage Systems, Inc.)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 fifteen years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 twelve years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(eparagraph 2B(5), and to be substantially in the form of Exhibit 1(c)A-4 attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note, each Series C Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Varian Medical Systems Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 13) in an aggregate principal amount of $0not to exceed the Available Facility Amount, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 10.5 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 10.5 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c). Schedule 1-B. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Allient Inc)
Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the “"Shelf Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 13") in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, matureto have a final maturity date, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average lifea Weighted Average Life to Maturity, in the case of each Shelf Note so issued, of no more than 8 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the applicable rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2(b)(v), and to be substantially in the form of Exhibit 1(c)1B attached hereto. The terms “"Shelf Note” " and “"Shelf Notes” " as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "Note" and "Notes" as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s 's ultimate predecessor Note was issued), are herein called a “"Series” " of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “"Schedule” " or an “"Exhibit” " are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a "Section" are, unless otherwise specified, references to a Section of this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co)
Authorization of Issue of Shelf Notes. The Company will authorize has authorized the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 1314) in an the aggregate principal amount of $050,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1(c)1-B attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods dates and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Mine Safety Appliances Co)
Authorization of Issue of Shelf Notes. The Company will may authorize the issue of its additional senior promissory notes (the “Shelf Notes,” ”, such term to include any such notes issued in substitution thereof pursuant to Section 13) in an the aggregate principal amount of $017,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 20 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 8 20 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.2(e2.2(f), and to be substantially in the form of Exhibit 1(c)1-B attached hereto. The terms “Note” and “Notes” as used herein shall include each Series A Note, each Series B Note and each Shelf NoteNote delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (ai) the same final maturity, (bii) the same principal prepayment dates, (ciii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (div) the same interest rate, (ev) the same interest payment periods and (fvi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series” of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Delta Natural Gas Co Inc)