Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may be, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include such Additional Covenant(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder. (b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement (c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 2 contracts
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.), Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Most Favored Lender Status. (a) If any Note Party the Company (i) is as of the date of this Agreement a party to a credit facilitiesfacility, loan agreements agreement or other like financial instruments, including, without limitation, instrument under which the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement Company may incur Unsecured Debt in excess of $25,000,000 (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility (facility, whether with commercial banks or other Institutional Investors pursuant to a “New Credit Facility”) credit agreement, note purchase agreement, convertible note indenture or debenture, or other like agreement after the date of this Agreement under which the Company may incur Unsecured Debt in excess of $25,000,000 (in any such Note Party maycase, together with the Existing a “New Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currencyFacility”), that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions MFL Provisions (whether constituting a negative or financial covenant, a required prepayment covenant or an event of default, though, for ) imposed on the avoidance of doubt, not including a “pricing term” or “applicable margin”) Company than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment MFL Provision or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date of this Agreement which are more restrictive, “New Facility Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor Company or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and imposed on the same party hereunder that is subject to such provision under the Existing Credit Facility, the Amended Credit Facility, or the New Credit Facility, as applicable, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after ; provided that, for the date avoidance of Closing or execution of doubt, any Amended conversion feature in any New Credit Facility pursuant to which the principal amount of, or any premium and/or accrued but unpaid interest on, any debt security convertible by its terms into capital stock of the Company shall not be deemed to be a New Credit Facility, as the case may be, any one or more of the Facility Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements Provision for purposes of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment10.7.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 2 contracts
Samples: Note Purchase Agreement (WhiteHorse Finance, Inc.), Note Purchase Agreement (WhiteHorse Finance, Inc.)
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or any of the note purchase agreements relating to the Existing Note Purchase Agreements but excluding this Agreement Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) ), or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.. Sensient Technologies Corporation Note Purchase Agreement
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or the Existing Note Purchase Agreements but excluding this Agreement note purchase agreement relating to the 2009 Notes, the 2011 Notes, or the 2015 Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.. Sensient Technologies Corporation First Amendment
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.. Sensient Technologies Corporation First Amendment
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Section 1.3. Section 10.1 of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
Section 10.1. [Reserved]”
Section 1.4. Section 10.4(h) of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), ) under which such Note Party the Company or any Subsidiary Guarantor may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 25,000,000 (or the equivalent in the relevant currency), (ii) and enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iiiii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party the Company or any Subsidiary Guarantor may, together with the Existing Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 25,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in such Existing Credit Facility as of the date of this Agreement or than those in this Agreement in the case of a New Credit Facility, as the case may be, whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may be, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing Credit Facility Artisan Partners Holdings LP Note Purchase Agreement as of the date of this Agreement which are made more restrictiverestrictive by such amendment or other modification, in the case of an Existing Credit Facility, the “Amended Facility Additional Covenant(s)” and in the case of a New Credit Facility, the “New Facility Additional Covenant(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include the Amended Facility Additional Covenant(s) or such New Facility Additional Covenant(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Amended Facility Additional Covenant(s) or the New Facility Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Amended Facility Additional Covenant(s) or New Facility Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Amended Facility Additional Covenant(s) or New Facility Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Amended Facility Additional Covenant(s) or New Facility Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Amended Facility Additional Covenant(s) or New Facility Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Amended Facility Additional Covenant(s) or New Facility Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a the Company or Artisan Partners Holdings LP Note Party Purchase Agreement any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Amended Facility Additional Covenant(s) or New Facility Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders Noteholders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing 2017 Note Purchase Agreements Agreement but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency); provided that, notwithstanding the foregoing, the Bank Credit Agreement shall at all times constitute an Existing Credit Facility, (ii) enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may be, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include such Additional Covenant(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Artisan Partners Holdings LP Note Purchase Agreement Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements Agreement but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may be, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include such Additional Covenant(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Artisan Partners Holdings LP Note Purchase Agreement Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Most Favored Lender Status. (a) If after the First Amendment Effective Date the Company or any Note Party Subsidiary (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of Note Agreement (such Existing Credit Facilities (amendment or modification, and the applicable Note Agreement as amended or modified thereby, an “Amended Credit Facility”) or (iiiii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary may incur Indebtedness Total Funded Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such either case under clause (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative Agreement) financial covenants (or financial covenant, required prepayment or an event events of default which are the functional equivalent of financial covenants (“Financial Events of Default”)) being contained in any such Amended Credit Facility or New Credit Facility, as the case may be (such additional or more restrictive negative covenants or financial covenant, required prepayment or event Financial Events of defaultDefault, as the case may be, together with all definitions relating thereto, in the case of an Amended Credit Facility, the “Existing Facility Additional Provision(s)” and includingin the case of a New Credit Facility, for the avoidance “New Facility Additional Provision(s)” and such financial covenants and Financial Events of doubt, any negative covenants in Default shall be an Existing Credit Facility as Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive than the analogous covenants or events of the date of this Agreement which are more restrictive, “Additional Covenant(s)”default included herein), then than the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor Subsidiary, the Administrative Agent or any of the holders of the NotesLenders, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment Financial Events of Default so included herein shall be deemed to be an Event of Default under Section 11(d7.1(b) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of Administrative Agent and the Notes hereunderLenders.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 5.9(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.95.9(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, 5.9(b) the prior written consent thereto of the Required Holders Lenders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any financial covenant and Financial Events of Default contained in this Agreement as in effect on the date First Amendment Effective Date (and as amended otherwise than by operation of this Agreement Section 5.9(b) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.9, 5.9(b) and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the Administrative Agent of the inclusion or amendment of any financial covenants or Financial Events of Default by operation of Section 5.9 and from time to time time, upon request by the Administrative Agent or the Required Lenders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of counsel for the holders of the NotesAdministrative Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent evidencing that, pursuant to this Section 9.95.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co obligor or any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all Lenders.
(h) Section 6.2 of the Notes then outstanding.Credit Agreement is amended and restated in its entirety to read as follows:
Appears in 1 contract
Most Favored Lender Status. (a) If any Note Party the Company (i) is as of the date of this Agreement a party to a credit facilitiesfacility, loan agreements agreement or other like financial instruments, including, without limitation, instrument under which the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement Company may incur Unsecured Debt in excess of $25,000,000 (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility (facility, whether with commercial banks or other Institutional Investors pursuant to a “New Credit Facility”) credit agreement, note purchase agreement, convertible note indenture or debenture, or other like agreement after the date of this Agreement under which the Company may incur Unsecured Debt in excess of $25,000,000 (in any such Note Party maycase, together with the Existing a “New Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currencyFacility”), that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions MFL Provisions (whether constituting a negative or financial covenant, a required prepayment covenant or an event of default, though, for ) imposed on the avoidance of doubt, not including a “pricing term” or “applicable margin”) Company than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment MFL Provision or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date of this Agreement which are more restrictive, “New Facility Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor Company or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and imposed on the same party hereunder that is subject to such provision under the Existing Credit Facility, the Amended Credit Facility, or the New Credit Facility, as applicable, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.; provided that, for the avoidance of doubt, any conversion feature in any New Credit Facility pursuant to which the principal amount of, or any premium and/or accrued but unpaid interest on, any debt security convertible by its terms into capital stock of the Company shall not be deemed to be a New Facility Additional Provision for purposes of this Section 10.7. WhiteHorse Finance, Inc. Note Purchase Agreement
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 10.7 shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.910.7 to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.910.7, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened excluded, terminated, loosened, relaxed, amended or relaxed otherwise modified by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement10.7.
(c) The Company shall from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.910.7, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.. WhiteHorse Finance, Inc. Note Purchase Agreement
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co-obligor or any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. Notwithstanding the terms of Section 11, it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 before or after giving effect to the issuance of the Notes on a pro forma basis; however, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.
Appears in 1 contract
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or any of the note purchase agreements relating to the Existing Note Purchase Agreements but excluding this Agreement Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) ), or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Sensient Technologies Corporation Note Purchase Agreement
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. If the Borrower suffers to exist any terms or conditions (a) If other than any gross leverage test applicable under the 2018 Note Party (i) is Purchase Agreement, the 2011 Note Purchase Agreement or the 2015 Note Purchase Agreement, in each case as in effect as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”Closing Date), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification modification, of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit FacilitiesAgreement, incur the Note Purchase Agreements, the Senior Notes or any notes, indenture or other agreements evidencing Indebtedness in an aggregate amount equal incurred pursuant to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (b) of Section 6.14.11, pursuant to Section 6.14.12 or pursuant to clause (b) of Section 6.14.16 (collectively, “Other Specified Indebtedness”) that (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) Financial Covenants than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as ii) solely in the case may beof Other Specified Indebtedness permitted under Section 6.14.16, together with all definitions relating theretoresults in any term, and condition or provision (including, for the avoidance of doubt, any negative covenants covenant, representation, default, security, guaranty or mandatory prepayment) that is not included in an Existing Credit Facility as of the date of this Agreement which are more restrictiveor the other Loan Documents or otherwise differs from the similar or equivalent term, “Additional Covenant(s)”)condition or provision set forth in this Agreement or the other Loan Documents in any material respect, then then, in each case, the terms of this AgreementAgreement or such other applicable Loan Document, without any further action on the part of the CompanyBorrower, any Subsidiary Guarantor the Administrative Agent or any of the holders of the NotesLenders, will unconditionally be deemed on the Closing Date or the date of Closing or the execution of any such Amended Credit Facility amendment or New Credit Facilityother modification, as the case may beapplicable, to be automatically amended to include each such Additional Covenant(s)additional or more restrictive Financial Covenant or other term, as the case may becondition or provision, together with all definitions relating thereto, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of a Default under Section 11(d)7.3, subject to all applicable terms and provisions of this Agreement, including, without limitation, all grace periods, all limitations in application, scope or duration, and all rights and remedies exercisable by the holders of Administrative Agent and the Notes Lenders hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements . For purposes of this Section 9.9 shall then and thereupon be so excluded6.28, terminated, loosened, tightened “Financial Covenant” means any covenant (or otherwise amended or modified under this Section 9.9; provided that if a Default or Event other provision having similar effect) the subject matter of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are which pertains to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto measurement of the Required Holders shall be required Borrower’s financial condition or financial performance, including a measurement of the Borrower’s leverage, ability to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Borrower’s consolidated financial position or results of operations (however expressed and whether stated as a condition to the exclusionratio, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s)a fixed threshold, as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any an event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitationAgreement, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Primary Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement, the General Partner, the Company or any Subsidiary Guarantor enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended the Primary Credit Facility”) , or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party mayAgreement, together with the Existing General Partner, the Company or any Subsidiary Guarantor enters into any new Primary Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), Facility that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) MFL Provisions than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default being contained in any such Primary Credit Facility (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may beMFL Provision, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing “Primary Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the General Partner, the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Primary Credit Facility or New Credit Facility, as the case may be, Additional Provision(s) to be automatically amended to include such Primary Credit Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Primary Credit Facility Additional Provision(s), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New the Primary Credit Facility, as the case may be, any one or more of the Primary Credit Facility Additional Covenant(sProvision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Primary Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Primary Credit Facility Additional Covenant(sProvision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 10.6 shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.910.6 to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Primary Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Primary Credit Facility Additional Provision(s) at the time any such Primary Credit Facility Additional Covenant(sProvision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.910.6, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Primary Credit Facility Additional Covenant(sProvision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened excluded, terminated, loosened, relaxed, amended or relaxed otherwise modified by operation of the terms of this Section 9.910.6, and only any such Primary Credit Facility Additional Covenant(sProvision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.910.6, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Primary Credit Facility Additional Covenant(sProvision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a the Company, any co-obligor or any Note Party Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New the Primary Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Primary Credit Facility Additional Covenant(sProvision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT
(e) The parties hereto acknowledge and agree that as of the date of this Agreement the “Unencumbered Asset Pool Debt Service Coverage” and “Dividends” covenants set forth in Section 5.8(e) and (f), respectively, of the Bank Credit Agreement shall constitute Primary Credit Facility Additional Provision(s).
Appears in 1 contract
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and Agreement, the Existing Note Purchase Agreements but excluding this Agreement note purchase agreement relating to the 2011 Notes, the 2013 Notes or the 2015 Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) ), or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Sensient Technologies Corporation Note Purchase Agreement
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitationAgreement, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Primary Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement, the General Partner, the Company or any Subsidiary Guarantor enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended the Primary Credit Facility”) , or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party mayAgreement, together with the Existing General Partner, the Company or any Subsidiary Guarantor enters into any new Primary Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), Facility that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) MFL Provisions than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default being contained in any such Primary Credit Facility (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may beMFL Provision, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing “Primary Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the General Partner, the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Primary Credit Facility or New Credit Facility, as the case may be, Additional Provision(s) to be automatically amended to include such Primary Credit Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Primary Credit Facility Additional Provision(s), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New the Primary Credit Facility, as the case may be, any one or more of the Primary Credit Facility Additional Covenant(sProvision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Primary Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Primary Credit Facility Additional Covenant(sProvision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 10.6 shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.910.6 to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Primary Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Primary Credit Facility Additional Provision(s) at the time any such Primary Credit Facility Additional Covenant(sProvision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.910.6, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Primary Credit Facility Additional Covenant(sProvision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened excluded, terminated, loosened, relaxed, amended or relaxed otherwise modified by operation of the terms of this Section 9.910.6, and only any such Primary Credit Facility Additional Covenant(sProvision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.910.6, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Primary Credit Facility Additional Covenant(sProvision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a the Company, any co‑obligor or any Note Party Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New the Primary Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Primary Credit Facility Additional Covenant(sProvision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
(e) The parties hereto acknowledge and agree that as of the date of this Agreement the “Unencumbered Asset Pool Debt Service Coverage” and “Dividends” covenants set forth in Section 5.8(e) and (f), respectively, of the Bank Credit Agreement shall constitute Primary Credit Facility Additional Provision(s).
Appears in 1 contract
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitationAgreement, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Primary Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement, the General Partner, the Company or any Subsidiary Guarantor enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended the Primary Credit Facility”) , or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party mayAgreement, together with the Existing General Partner, the Company or any Subsidiary Guarantor enters into any new Primary Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), Facility that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) MFL Provisions than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default being contained in any such Primary Credit Facility (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may beMFL Provision, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing “Primary Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the General Partner, the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Primary Credit Facility or New Credit Facility, as the case may be, Additional Provision(s) to be automatically amended to include such Primary Credit Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Primary Credit Facility Additional Provision(s), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Most Favored Lender Status. (a) If any Note Party the Company (i) is as of the date of this Agreement a party to a credit facilitiesfacility, loan agreements agreement or other like financial instruments, including, without limitation, instrument under which the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement Company may incur Unsecured Debt in excess of $25,000,000 (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility (facility, whether with commercial banks or other Institutional Investors pursuant to a “New Credit Facility”) credit agreement, note purchase agreement, convertible note indenture or debenture, or other like agreement after the date of this Agreement under which the Company may incur Unsecured Debt in excess of $25,000,000 (in any such Note Party maycase, together with the Existing a “New Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currencyFacility”), that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions MFL Provisions (whether constituting a negative or financial covenant, a required prepayment covenant or an event of default, though, for ) imposed on the avoidance of doubt, not including a “pricing term” or “applicable margin”) Company than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment MFL Provision or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date of this Agreement which are more restrictive, “New Facility Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor Company or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and imposed on the same party hereunder that is subject to such provision under the Existing Credit Facility, the Amended Credit Facility, or the New Credit Facility, as applicable, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder; provided that, for the avoidance of doubt, any conversion feature in any New Credit Facility pursuant to which the principal amount of, or any premium and/or accrued but unpaid interest on, any debt security convertible by its terms into capital stock of the Company shall not be deemed to be a New Facility Additional Provision for purposes of this Section 10.7.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 10.7 shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.910.7 to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.910.7, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened excluded, terminated, loosened, relaxed, amended or relaxed otherwise modified by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement10.7.
(c) The Company shall from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.910.7, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co-obligor or any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. Notwithstanding the terms of Section 11, it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 before or after giving effect to the issuance of the Notes on a pro forma basis; however, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.
Appears in 1 contract
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and Agreement, or any of the Existing Note Purchase Agreements but excluding this Agreement note purchase agreementagreements relating to the 2011 Notes, the 2013 Notes or the 2015Existing Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) ), or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Sensient Technologies Corporation Note Purchase Agreement
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or any of the Existing Note Purchase Agreements but excluding this Agreement note purchase agreementagreements relating to the 2017 Notes, the 2011 Notes, or the 2015Existing Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Sensient Technologies Corporation Note Purchase Agreement
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or the Existing Note Purchase Agreements but excluding this Agreement note purchase agreement relating to the 2009 Notes, the 2013 Notes or the 2015 Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.. Sensient Technologies Corporation First Amendment
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.. Sensient Technologies Corporation First Amendment
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Section 1.3. Section 10.1 of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
Section 10.1. [Reserved]”
Section 1.4. Section 10.4(h) of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or any of the note purchase agreements relating to the Existing Note Purchase Agreements but excluding this Agreement Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) ), or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.. Sensient Technologies Corporation Note Purchase Agreement
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.. Sensient Technologies Corporation Note Purchase Agreement
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. The Borrower and Guarantor acknowledge and agree that they will not enter into, amend or modify any document evidencing or governing Indebtedness of Borrower or Guarantor in anticipation of, or having effect during, the period from September 30, 2016 through February 28, 2017 (the “Negotiation Period”), to contain, (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i), (ii) or (iii) above includes or results in one or more covenants not contained in this Amendment or one or more covenants that is more restrictive on the Borrower or Guarantor and/or any of its Subsidiaries than the Credit Agreement as amended by this Amendment, (b) one or more Defaults or Events of Default that is not contained in the Credit Agreement as amended by this Amendment or is more restrictive than the Defaults and Events of Default in the Credit Agreement as amended by this Amendment, (c) with respect to any Indebtedness facilities with the Borrower as an Obligor, a borrowing base advance rate on Marine Containers that is lower than 85% or useful life or residual value parameters for Marine Containers that are less favorable to the Borrower or (d) a waiver, amendment or Negotiation Period that is shorter or conditioned on additional matters than the amendment and Negotiation Period as defined in this Amendment, unless in each case the applicable Loan Party contemporaneously executes an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, to include each additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment Default or an event Event of defaultDefault and lower Borrowing Base advance rate, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (less favorable useful life and residual value herein and/or such additional shorter or more restrictive negative Negotiation Period or financial covenantwaiver or amendment; provided, required prepayment or event of default, as the case may be, together with all definitions relating thereto, and including, for the avoidance of doubt, any negative covenants in an Existing Credit Facility as of the date of this Agreement which are more restrictive, “Additional Covenant(s)”), then that the terms of this Agreementthe Credit Agreement shall nonetheless, without any further action on the part of any Loan Party, the Company, any Subsidiary Guarantor Administrative Agent or any of the holders of the NotesLender, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be amended automatically amended to include such Additional Covenant(s), as the case may be, and any event of default in respect of any such each additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an covenant, Default and Event of Default under Section 11(d)and lower Borrowing Base advance rate, subject to all applicable terms less favorable useful life and provisions of this Agreement, including, without limitation, all rights residual value and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one such shorter or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement
(c) The Company shall from time to time promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement evidencing that, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to the entering into by any such creditor of any amendmentrestrictive Negotiation Period, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.. sf-3703943
Appears in 1 contract
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or the Existing Note Purchase Agreements but excluding this Agreement note purchase agreement relating to the 2011 Notes, the 2013 Notes or the 2015 Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.. Sensient Technologies Corporation First Amendment
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.. Sensient Technologies Corporation First Amendment
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Section 1.3. Section 10.1 of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
Section 10.1. [Reserved]”
Section 1.4. Section 10.4(h) of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement (i) the Company enters into, assumes or otherwise becomes bound or obligated under which such Note Party may, together with one or more new Financial Covenants or Sale of Assets Covenants in the Existing Primary Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (Facility or the equivalent Company amends any Financial Covenant or Sale of Asset Covenant in the relevant currency)Primary Credit Facility to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement or (ii) any Foreign Subsidiary Borrower enters into, that assumes or otherwise becomes bound or obligated under one or more new Financial Covenants or Sale of Assets Covenants in any such Material Foreign Credit Facility or any Financial Covenant or Sale of Asset Covenant contained in any Material Foreign Credit Facility is amended to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement, then, in each case under of clause (i), ) and clause (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenantabove, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may be, together with all definitions relating theretoCompany will promptly, and includingin any event within 10 days thereafter, for notify the avoidance of doubt, any negative covenants in an Existing Credit Facility as holders of the date Notes of this Agreement which are more restrictive, “Additional Covenant(s)”), then such new or amended Financial Covenant or Sale of Asset Covenant and the terms of this AgreementAgreement shall, whether or not the Company provides such notice and without any further action on the part of the Company, any Subsidiary Guarantor Company or any of the holders of the Notes, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include such Additional Covenant(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event amended automatically to include each new or amended Financial Covenant or Sale of Default under Section 11(d), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereofAsset Covenant. Artisan Partners Holdings LP Note Purchase Agreement
(c) The Company shall from time further covenants to time promptly execute and deliver at its expense (including, including without limitation, the reasonable fees and expenses of counsel for the holders of the Notes) ), an amendment to this Agreement evidencing thatto evidence the inclusion of such new or amended Financial Covenant or Sale of Asset Covenant, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendmentamendment as provided for in this Section 10.11(a), but shall merely be for the convenience of the parties hereto.
(db) The Company agrees that it will notIf after the time this Agreement is amended pursuant to Section 10.11(a) to include in this Agreement any new or amended Financial Covenant or Sale of Asset Covenant (an “Incorporated Covenant”), nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause (x) such Incorporated Covenant ceases to be paid any consideration in effect under or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to is deleted from the entering into by any such creditor of any amendment, waiver or other modification to any Existing Primary Credit Facility or New applicable Material Foreign Credit Facility, as applicable, or is amended or modified for the purposes of the Primary Credit Facility or applicable Material Foreign Credit Facility, as applicable, so as to become less restrictive with respect to the Company and its Subsidiaries or (y) the applicable Material Foreign Credit Facility shall cease to constitute a Material Foreign Credit Facility, then, upon the request of the Company, the holders of the Notes will amend this Agreement to delete or similarly amend or modify, as the case may be, the such Incorporated Covenant as in effect in this Agreement, provided that (i) no Default or Event of which amendmentDefault shall be in existence immediately before or after such deletion, waiver amendment or modification, and (ii) if any fees or other modification is remuneration were paid to excludeany lender under the Primary Credit Facility or applicable Material Foreign Credit Facility, terminateas applicable, loosenwith respect to causing such Incorporated Covenant to cease to be in effect or be deleted or to be so amended or modified, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on then the same terms, ratably Company shall have paid to the holders of all the Notes the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the principal amount of the Indebtedness outstanding under the Primary Credit Facility or applicable Material Foreign Credit Facility, as applicable; provided, further, that if the principal amount outstanding or available and committed for borrowing of any Foreign Credit Facility is increased such that such Foreign Credit Facility shall become a Material Credit Facility, then outstandingsuch Foreign Credit Facility shall be treated as a new Material Foreign Credit Facility for the purposes of Section 10.11(a)(ii) above. Notwithstanding the foregoing, no amendment to this Agreement pursuant to this Section 10.11(b) as the result of any Incorporated Covenant ceasing to be in effect or being deleted, amended or otherwise modified shall cause any Financial Covenant or Sale of Assets Covenant in this Agreement to be less restrictive as to the Company or its Subsidiaries than such Financial Covenant or Sale of Assets Covenant as contained in this Agreement as in effect on the date hereof, and as amended other than as the result of the application of Section 10.11(a) originally caused by such Incorporated Covenant.
Appears in 1 contract
Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and or any of the Existing Note Purchase Agreements but excluding this Agreement note purchase agreementagreements relating to the 2017 notes, the 2011 Notes or the 2013Existing Notes (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) ), or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)as on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement, results in one or more additional or more restrictive provisions (whether constituting a negative covenants or financial covenant, a required prepayment or an event events of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) default than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment covenant or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date “New Facility Additional Provision(s)” and such covenants and events of this Agreement which are default shall be an Existing Facility Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive, “Additional Covenant(s)”restrictive than the analogous covenants or events of default included herein), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, or in the case of an Existing Credit Facility, if after the date hereof, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 9.8(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.99.8(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Existing Credit Facility, Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.99.8(b), the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement (and as amended otherwise than by operation of Section 9.8(a)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.99.8(b), and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Sensient Technologies Corporation Note Purchase Agreement
(c) The Company shall notify the holders of the Notes of the inclusion or amendment of any covenants or events of default by operation of Section 9.8 and from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.99.8, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co‑obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Sensient Technologies Corp)
Most Favored Lender Status. (a) If any Note Party (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of such Existing Credit Facilities (an “Amended Credit Facility”) or (iii) enters into any new credit facility (a “New Credit Facility”) after the date of this Agreement (i) the Company enters into, assumes or otherwise becomes bound or obligated under which such Note Party may, together with one or more new Financial Covenants or Sale of Assets Covenants in the Existing Primary Credit Facilities, incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (Facility or the equivalent Company amends any Financial Covenant or Sale of Asset Covenant in the relevant currency)Primary Credit Facility to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement or (ii) any Foreign Subsidiary Borrower enters into, that assumes or otherwise becomes bound or obligated under one or more new Financial Covenants or Sale of Assets Covenants in any such Material Foreign Credit Facility or any Financial Covenant or Sale of Asset Covenant contained in any Material Foreign Credit Facility is amended to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this Agreement, then, in each case under of clause (i), ) and clause (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenantabove, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative or financial covenant, required prepayment or an event of default (such additional or more restrictive negative or financial covenant, required prepayment or event of default, as the case may be, together with all definitions relating theretoCompany will promptly, and includingin any event within 10 days thereafter, for notify the avoidance of doubt, any negative covenants in an Existing Credit Facility as holders of the date Notes of this Agreement which are more restrictive, “Additional Covenant(s)”), then such new or amended Financial Covenant or Sale of Asset Covenant and the terms of this AgreementAgreement shall, whether or not the Company provides such notice and without any further action on the part of the Company, any Subsidiary Guarantor Company or any of the holders of the Notes, will unconditionally be deemed on the date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include such Additional Covenant(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment so included herein shall be deemed to be an Event amended automatically to include each new or amended Financial Covenant or Sale of Default under Section 11(d), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Additional Covenant(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Additional Covenant(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 shall then and thereupon be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.9; provided that if a Default or Event of Default shall have occurred and be continuing at the time any such Additional Covenant(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Additional Covenant(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened or relaxed by operation of the terms of this Section 9.9, and only any such Additional Covenant(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereofAsset Covenant. Artisan Partners Holdings LP Note Purchase Agreement
(c) The Company shall from time further covenants to time promptly execute and deliver at its expense (including, including without limitation, the reasonable fees and expenses of counsel for the holders of the Notes) ), an amendment to this Agreement evidencing thatto evidence the inclusion of such new or amended Financial Covenant or Sale of Asset Covenant, pursuant to this Section 9.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Additional Covenant(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendmentamendment as provided for in this Section 10.11(a), but shall merely be for the convenience of the parties hereto.
(db) The Company agrees that it will notIf after the time this Agreement is amended pursuant to Section 10.11(a) to include in this Agreement any new or amended Financial Covenant or Sale of Asset Covenant (an “Incorporated Covenant”), nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause (x) such Incorporated Covenant ceases to be paid any consideration in effect under or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party as consideration for or as an inducement to is deleted from the entering into by any such creditor of any amendment, waiver or other modification to any Existing Primary Credit Facility or New applicable Material Foreign Credit Facility, as applicable, or is amended or modified for the purposes of the Primary Credit Facility or applicable Material Foreign Credit Facility, as applicable, so as to become less restrictive with respect to the Company and its Subsidiaries or (y) the applicable Material Foreign Credit Facility shall cease to constitute a Material Foreign Credit Facility, then, upon the request of the Company, the holders of the Notes will amend this Agreement to delete or similarly amend or modify, as the case may be, the such Incorporated Covenant as in effect in this Agreement, provided that (i) no Default or Event of which amendmentDefault shall be in existence immediately before or after such deletion, waiver amendment or modification, and (ii) if any fees or other modification is remuneration were paid to excludeany lender under the Primary Credit Facility or applicable Material Foreign Credit Facility, terminateas applicable, loosenwith respect to causing such Incorporated Covenant to cease to be in effect or be deleted or to be so amended or modified, tighten or otherwise amend or modify any Additional Covenant(s), unless such consideration or remuneration is concurrently paid, on then the same terms, ratably Company shall have paid to the holders of all the Notes the same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and the principal amount of the Indebtedness outstanding under the Primary Credit Facility or applicable Material Foreign Credit Facility, as applicable; provided, further, that if the principal amount outstanding or available and committed for borrowing of any Foreign Credit Facility is increased such that such Foreign Credit Facility shall become a Material Credit Facility, then outstandingsuch Foreign Credit Facility shall be treated as a new Material Foreign Credit Facility for the purposes of Section 10.11(a)(ii) above. Notwithstanding the foregoing, no amendment to this Agreement pursuant to this Section 10.11(b) as the result of any Incorporated Covenant ceasing to be in effect or being deleted, amended or otherwise modified shall cause any Financial Covenant or Sale of Assets Covenant in this Agreement to be less restrictive as to the Company or its Subsidiaries than such Financial Covenant or Sale of Assets Covenant as contained in this Agreement as in effect on the date hereof, and as amended other than as the result of the application of Section 10.11(a) originally caused by such Incorporated Covenant.
1.14 Clause (i) of Section 11 of the Note Agreement is hereby amended to insert the word “Material” immediately before the word “Subsidiary” where it appears in clause (iii) thereof.
1.15 Clause (k) of Section 11 of the Note Agreement is hereby amended and restated in its entirety to read as follows:
Appears in 1 contract
Most Favored Lender Status. (a) If after the Effective Date the Company or any Note Party Subsidiary (i) is as of the date of this Agreement a party to credit facilities, loan agreements or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement (each an “Existing Credit Facility”), under which such Note Party may incur Indebtedness in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), (ii) enters into any amendment or other modification of any of Note Agreement (such Existing Credit Facilities (amendment or modification, and the applicable Note Agreement as amended or modified thereby, an “Amended Credit Facility”) or (iiiii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary may incur Indebtedness Total Funded Debt in an aggregate amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency), that in any such either case under clause (i), (ii) or (iii) above includes or results in one or more additional or more restrictive provisions (whether constituting a negative or financial covenant, a required prepayment or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative Agreement) financial covenants (or financial covenant, required prepayment or an event events of default which are the functional equivalent of financial covenants (“Financial Events of Default”)) being contained in any such Amended Credit Facility or New Credit Facility, as the case may be (such additional or more restrictive negative covenants or financial covenant, required prepayment or event Financial Events of defaultDefault, as the case may be, together with all definitions relating thereto, in the case of an Amended Credit Facility, the “Existing Facility Additional Provision(s)” and includingin the case of a New Credit Facility, for the avoidance “New Facility Additional Provision(s)” and such financial covenants and Financial Events of doubt, any negative covenants in Default shall be an Existing Credit Facility as Additional Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive than the analogous covenants or events of the date of this Agreement which are more restrictive, “Additional Covenant(s)”default included herein), then than the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor Subsidiary, the Administrative Agent or any of the holders of the NotesLenders, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(s) or required prepayment Financial Events of Default so included herein shall be deemed to be an Event of Default under Section 11(d7.1(b) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of Administrative Agent and the Notes hereunderLenders.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 5.9(a) shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.95.9(b) to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.9, 5.9(b) the prior written consent thereto of the Required Holders Lenders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment event(s) of default (and related definitions or any event of default definitions) constituting any financial covenant and Financial Events of Default contained in this Agreement as in effect on the date Effective Date (and as amended otherwise than by operation of this Agreement Section 5.9(b) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 9.9, 5.9(b) and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall notify the Administrative Agent of the inclusion or amendment of any financial covenants or Financial Events of Default by operation of Section 5.9 and from time to time time, upon request by the Administrative Agent or the Required Lenders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of counsel for the holders of the NotesAdministrative Agent) an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent evidencing that, pursuant to this Section 9.95.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co obligor or any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Amended Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstandingLenders.
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Most Favored Lender Status. (a) If the Company or any Note Party Subsidiary Guarantor (i) is as of the date of this Agreement a party to a credit facilitiesfacility, loan agreements agreement or other like financial instruments, including, without limitation, the Bank Credit Agreement and the Existing Note Purchase Agreements but excluding this Agreement instrument (each an “Existing Credit Facility”), ) under which such Note Party the Company or any Subsidiary Guarantor may incur Indebtedness Unsecured Debt in an aggregate amount equal to or greater than $50,000,000 100,000,000 (or the equivalent in the relevant currency), or (ii) after the date of this Agreement enters into any amendment or other modification of any of such Existing Credit Facilities Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which such Note Party may, together with the Existing Credit Facilities, Company or any Subsidiary Guarantor may incur Indebtedness Unsecured Debt in an aggregate amount equal to or greater than $50,000,000 100,000,000 (or the equivalent in the relevant currency), that in any such case under clause (i)has on the date of this Agreement, (ii) or (iii) above includes or after the date of this Agreement results in in, one or more additional or more restrictive provisions MFL Provisions (whether constituting a negative or financial covenant, a required prepayment covenant or an event of default, though, for the avoidance of doubt, not including a “pricing term” or “applicable margin”) than those contained in this Agreement whether constituting a negative being contained in any such Existing Credit Facility, Amended Credit Facility or financial covenantNew Credit Facility, required prepayment or an event of default as the case may be (such additional or more restrictive negative or financial covenant, required prepayment MFL Provision or event of default, as the case may be, together with all definitions relating thereto, and including, for in the avoidance case of doubt, any negative covenants in an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility as Additional Provision(s)” and in the case of a New Credit Facility, the date of this Agreement which are more restrictive, “New Facility Additional Covenant(sProvision(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of Closing or the execution of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Covenant(sProvision(s), as the case may be, and any event of default in respect of any such additional or more restrictive negative or financial covenant(sMFL Provision(s) or required prepayment so included herein shall be deemed to be an Event of Default under Section 11(d11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.
(b) If after the date of Closing or execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Covenant(sProvision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Existing Credit Facility, Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 9.9 10.9 shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 9.910.9 to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 9.910.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the negative or financial covenant(s) or required prepayment and related definitions or any event of default constituting any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be loosened excluded, terminated, loosened, relaxed, amended or relaxed otherwise modified by operation of the terms of this Section 9.910.9, and only any such Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof. Artisan Partners Holdings LP Note Purchase Agreement.
(c) The Company shall from time to time time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 9.910.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.
(d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of a Note Party the Company, any co-obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Covenant(sProvision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.
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