Prudential Note Sample Clauses

Prudential Note. 91 10.17 Existing Agreements Superseded................................................................. 91 10.18 Delivery of Lender Addenda..................................................................... 91 EXHIBITS Exhibit A-1 Form of Term Note Exhibit A-2 Form of Revolving Credit Note Exhibit A-3 Form of Swing Line Note Exhibit B Form of Guarantee and Collateral Agreement Exhibit C-1 Form of Legal Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx Exhibit C-2 Form of Legal Opinion of Xxxxxxx Xxxxxxx, Esq. Exhibit D Form of Notice of Borrowing Exhibit E Form of Certificate of Non-U.S. Lender Exhibit F Form of Assignment and Acceptance Exhibit G Form of Subordination Agreement Exhibit H Form of Lender Addendum SCHEDULES Schedule I Pricing Grids Schedule II Coal Act Schedule III Black Lung Act Schedule IV Retiree Welfare Benefits Schedule V Unrestricted Subsidiaries Schedule 4.4 Required Consents Schedule 4.5 No Legal Bar Schedule 4.6 Material Litigation Schedule 4.8(a)(i) Owned Real Property Schedule 4.8(a)(ii) Mortgages and Fixture Filings Schedule 4.8(b) Leased Real Property Schedule 4.9 Intellectual Property Claims Schedule 4.14(a) Subsidiaries Schedule 4.14(b) Joint Ventures Schedule 4.15 Refinanced Indebtedness Schedule 4.16 Environmental Matters Schedule 4.17 Filing Jurisdictions Schedule 4.21 Existing Insurance Schedule 4.22 Coal Supply Agreements Schedule 4.23 Mines Schedule 7.2(e) Existing Indebtedness Schedule 7.3(f) Existing Liens Schedule 7.4 Existing Guarantee Obligations Schedule 7.7 Operating Leases Schedule 7.9(e) Existing Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 21, 2003, among Peabody Energy Corporation, a Delaware corporation (the "Borrower"), the several lenders from time to time parties hereto (the "Lenders"), Fleet Securities, Inc., Wachovia Securities, Inc. and Xxxxxx Brothers Inc., each as arranger (in such capacity, the "Arrangers"), Wachovia Bank, National Association and Xxxxxx Commercial Paper Inc., each as syndication agent (in such capacity, the "Syndication Agents"), Xxxxxx Xxxxxxx Senior Funding, Inc. and U.S. Bank National Association, each as documentation agents (in such capacity, the "Documentation Agents") and Fleet National Bank, as administrative agent for the Agents (as defined below) and the Lenders (in such capacity, the "Administrative Agent"), AMENDS AND RESTATES IN FULL the Amended and Restated Credit Agreement, dated as of June 9, 1998 (as amended prior to the date hereof, the "...
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Prudential Note. For the avoidance of doubt, the parties --------------- hereto hereby agree that the Obligations of the Borrower and the other Credit Parties hereunder and under the other Credit Documents (including, without limitation, all Indebtedness of the Borrower hereunder and of the other Credit Parties (including, without limitation, PHCI) under the Guarantee and Collateral Agreement) is "Senior Debt," as such term is defined in the Prudential Note.
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Prudential Note. Consent to the Transaction shall have been received from Prudential as required pursuant to the Prudential Note and Seller shall be satisfied that the Buyer shall cause the Company to satisfy the Prudential Note in full immediately after the Closing.
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Prudential Note. Consent to the Transaction shall have been received from Prudential as required pursuant to the Prudential Note;
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Prudential Note. 41 Section 8.10
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Prudential Note. The Company and the Buyer covenant and agree that, from and after the Closing until the date that is two years following the Closing Date, (i) the Company shall not pay or offset any principal outstanding under the Prudential Note and the Buyer shall not accept any such payment or offset, (ii) the Buyer shall continue to hold the Prudential Note and shall not sell, assign, contribute to the Company or otherwise transfer, directly or indirectly, the Prudential Note or any interest therein and (iii) the terms of the Prudential Note shall not be amended, modified or waived.
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Related to Prudential Note

  • Special Note The net present value calculation used to determine whether a loan should be modified based on the modification process above is distinct and different from the net present value calculation used to determine the covered loss if the loan is modified. Please refer only to the net present value calculation described in this exhibit for the modification process, with its separate assumptions, when determining whether to provide a modification to a borrower. Separate assumptions may include, without limitation, Assuming Institution’s determination of a probability of default without modification, a probability of default with modification, home price forecasts, prepayment speeds, and event timing. These assumptions are applied to different projected cash flows over the term of the loan, such as the projected cash flow of the loan performing or defaulting without modification and the projected cash flow of the loan performing or defaulting with modification. By contrast, the net present value for determining the covered loss is based on a 10 year period. While the assumptions in the net present value calculation used in the modification process may change, the net present value calculation for determining the covered loss remains constant.

  • Note The word "Note" means and includes without limitation Borrower's promissory note or notes, if any, evidencing Borrower's Loan obligations in favor of Lender, as well as any substitute, replacement or refinancing note or notes therefor.

  • Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

  • Initial Notes and Additional Notes On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of Hxxxxx Bay Master Fund Ltd. ("Hxxxxx Bay"), the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Initial Notes and the Initial Warrants to be issued and sold to such New Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (B) an Initial Warrant pursuant to which such New Buyer shall have the right to acquire up to such number of Initial Warrant Shares as is set forth opposite such New Buyer's name in column (4) of the Schedule of Buyers, in all cases, duly executed on behalf of the Company and registered in the name of such New Buyer or its designee. On each Additional Closing Date, (i) each applicable New Buyer shall pay its respective Additional Purchase Price (less, in the case of Hxxxxx Bay, the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Additional Notes and the Additional Warrants to be issued and sold to such New Buyer at the Additional Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Additional Note in an aggregate original principal amount equal to the applicable Additional Note Purchase Amount and (B) an Additional Warrant pursuant to which such Buyer shall have the right to acquire up to that number of shares of Common Stock equal to the number of Additional Conversion Shares underlying the Additional Notes to be purchased by such Buyer in such Additional Closing, based on the initial Fixed Conversion Price, in all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

  • Restricted Notes (i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.

  • Additional Notes The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or consent of the Holders of the Notes, create and issue pursuant to this Indenture additional Notes (“Additional Notes”) having terms and conditions set forth in this Supplemental Indenture, identical to the Notes issued on the date hereof, except that Additional Notes may:

  • 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.

  • 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.

  • Optional Notes If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a promissory note or promissory notes to evidence such Lender’s Revolving Loans or Swing Line Loans, substantially in the form of Exhibit IV or Exhibit V annexed hereto, respectively, with appropriate insertions.

  • New Note Contemporaneously with the execution and delivery of this Amendment, the Borrower, as maker, shall execute and deliver a new revolving credit note, in the stated principal amount of $75,000,000, in favor of the Bank, as payee (the "New Note"), which New Note shall amend, restate and replace the Revolving Credit Note, dated as of October 18, 2005, from the Borrower, as maker, to the Bank, as payee, in the stated principal amount of $65,000,000, and which New Note, as the same may be amended, renewed, restated, replaced or other consolidated from time to time, shall be the "Revolving Credit Note" referred to in the Credit Agreement.

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