Original Note Purchase and Private Shelf Agreement; Original Series A Notes Sample Clauses

Original Note Purchase and Private Shelf Agreement; Original Series A Notes. MSA and the Original Purchasers previously entered into that certain Note Purchase and Private Shelf Agreement dated as of October 13, 2010, as amended by that certain Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 5, 2012, Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of April, 4, 2013, and Amendment No. 3 and Waiver to Note Purchase Agreement dated as of February 12, 2014 (as so amended, the “Original Note Purchase and Private Shelf Agreement”) pursuant to which MSA issued $100,000,000 in original aggregate principal amount of its 4.00% Series A Senior Notes due October 13, 2021 (all such notes, whether initially issued, or issued in substitution thereof pursuant to the Original Note Purchase and Private Shelf Agreement, the “Original Series A Notes”) to the Original Purchasers on the Series A Closing Day. On the First Restatement Date, the Original Note Purchase and Private Shelf Agreement was amended and restated in its entirety pursuant to the terms of that certain Amended and Restated Note Purchase and Private Shelf Agreement (as amended by that certain Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement dated as of December 11, 2015, the “Existing Note Purchase and Private Shelf Agreement”) which continues in full force and effect without rescission or novation thereof as of the date hereof. Pursuant to the terms of the Existing Note Purchase and Private Shelf Agreement, (a) MSA assigned all of MSA’s obligations, inter alia, under the Original Series A Notes and the Original Note Purchase and Private Shelf Agreement to the Company, and the Company assumed, and agreed to be liable for, all of the obligations, liabilities and undertakings of MSA, whether now existing or hereafter arising, arising under and in respect of the Original Note Purchase and Private Shelf Agreement and the Original Series A Notes (in each case, as amended and restated pursuant to the Existing Note Purchase and Private Shelf Agreement), and (b) the Original Series A Notes were amended and restated to conform to and have the terms provided in those certain Amended and Restated 4.00% Series A Senior Notes due October 13, 2021 substantially in the form of Exhibit 1-A to the Existing Note Purchase and Private Shelf Agreement (as so amended and restated and in effect immediately prior to giving effect to this Agreement, the “Existing Series A Notes”), and the Company issued and delivered to each h...
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Related to Original Note Purchase and Private Shelf Agreement; Original Series A Notes

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • of the Note Purchase Agreement Section 2.1(b) of the Note Purchase Agreement is hereby amended and restated to read in full as follows:

  • Amendments to Note Agreement (a) Section 1(a) of the Note Agreement is hereby amended by amending and restating in its entirety as follows:

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • Initial Note A-4 Holder (Prior to Securitization of Note A-4): To UBS AG, New York Branch: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: xxxxx.xxxxx@xxx.xxx with a copy to: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxxxxxx Email: xxxx.xxxxxxxxxxx@xxx.xxx with a copy to: Cadwalader, Xxxxxxxxxx & Xxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx, Esq. Facsimile No.: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xxx.xxx Following Securitization of Note A-4 the applicable notice addresses set forth in the related Securitization Servicing Agreement.

  • Existing Notes The term “

  • Amendments to Repurchase Agreement The Repurchase Agreement is hereby amended as follows:

  • Subordinated Note At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Subordinated Note, except as expressly permitted in the Subordination Agreement.

  • Each Exchange Note Separate; Assignees of Exchange Note Each party hereto acknowledges and agrees (and each holder or pledgee of the Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (a) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (i) the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool or any Unencumbered Reference Pool and (ii) any Other Exchange Note, any Other Reference Pool, the Warehouse Facility Pool or any Unencumbered Reference Pool shall be enforceable against such Other Exchange Note, Other Reference Pools, the Warehouse Facility Pool or Unencumbered Reference Pool only, as applicable, and not against the Exchange Note or any Closed-End Units included in the 20[ ]-[ ] Reference Pool, (c) except to the extent required by law, the Closed-End Units included in the Warehouse Facility Pool, Closed-End Units included in any Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any Other Exchange Note (other than the Exchange Note transferred hereunder which is related to the 20[ ]-[ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Exchange Note in respect of such claim, (d) no creditor or holder of a claim relating to (i) the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note or the assets allocated thereto, and (ii) any Other Reference Pool, the Warehouse Facility Pool, any Unencumbered Reference Pool or any Other Exchange Note other than the Exchange Note related to the 20[ ]-[ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20[ ]-[ ] Reference Pool, and (e) any purchaser, assignee or pledgee of an interest in the 20[ ]-[ ] Reference Pool or, the Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Titling Trust allocated to the Warehouse Facility Pool, any Unencumbered Reference Pool and each Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.

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