Amendments to Existing Notes. Upon satisfaction of the conditions set forth in Section 3 hereof, each Existing Note is amended pursuant to this Amendment to:
Amendments to Existing Notes. The Existing Notes outstanding on the Effective Date are hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in Attachment I hereto (except that the principal amount and the payee of each Note shall remain unchanged). Any Note issued on or after the Effective Date shall be in the form of Attachment I hereto.
Amendments to Existing Notes. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Existing Notes are hereby automatically, and without any further action, deemed amended and restated in their entirety to conform to and have the terms provided in the form of Note attached as Exhibit C hereto (and the form of Existing Note attached to the Existing Note Purchase Agreement as Exhibit A is hereby amended and restated in its entirety to conform to the form of Note attached as Exhibit C hereto); except that the principal amount, registration number and payee set forth in each Existing Note shall remain the same (the Existing Notes as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified from time to time, including any such notes issued in substitution therefrom pursuant to paragraph 11D of the Note Purchase Agreement, are collectively referred to herein as the “Notes”). Each Note issued on or after the Third Amendment Effective Date shall be in substantially the form of Exhibit C hereto. On the Third Amendment Effective Date, the Issuers shall execute and deliver a new Note or Notes in the form of Exhibit C hereto in exchange for, and replacement of, the Existing Notes held by each Noteholder, registered in the name of such Noteholder, in the aggregate principal amount of the Existing Notes owing to such Noteholder on the Third Amendment Effective Date and dated the date of the Third Amendment Effective Date. For the avoidance of doubt, all accrued and unpaid interest on the Existing Notes from the last interest payment date in respect of the Existing Notes through and including the Third Amendment Effective Date shall be paid on the next interest payment date following the Third Amendment Effective Date.
Amendments to Existing Notes. Subject to satisfaction of the conditions set forth in Section 3, the Existing Series A Notes and Existing Series B Notes are hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in Exhibit B and Exhibit C, as applicable, attached hereto (except that the principal amount, the date and the payee of each Note shall remain unchanged). Any Note issued on or after the date hereof shall be in the form of Exhibit B attached hereto. The term “Notes” as used in the Note Purchase Agreement shall include each Note delivered pursuant to any provision of the Note Purchase Agreement, as amended hereby (and as hereafter amended) and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Upon request of any holder of a Note, the Issuers will issue a replacement Note or Notes in the form attached hereto as Exhibit B or Exhibit C, as applicable, in favor of such holder’s existing Note or existing Notes. The amendments specified in this Section 5 are referred to herein as the “Note Amendments” and the Note Amendments and the Note Purchase Agreement Amendments are referred to herein as the “Amendments”.
Amendments to Existing Notes. Effective as of the date hereof, the Existing Notes are each hereby amended as follows:
Amendments to Existing Notes. Section 1.1. Subject to the satisfaction of the conditions set forth in Section 4 and in reliance on the representations and warranties set forth in Section 7, each of the Existing Notes 2009 Notes is hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in (x) with respect to the Existing 2009 Notes, Exhibit A-1 attached hereto and (y) with respect to the Existing 2010 Notes, Exhibit A-2 attached hereto (except, in each case, that the principal amount, original issue date, registration number and the payee of each such Existing Note shall remain unchanged). Any Note issued on or after the Sixth Amendment Effective Date shall be in the applicable form of Exhibit A-1 or Exhibit A-2.
Amendments to Existing Notes. (a) The first paragraph of the form of Series A Note attached to the Existing Note Purchase Agreement as Exhibit 1.1(a) is hereby amended by adding the following sentence at the end thereof: Notwithstanding the foregoing, effective as of the Second Amendment Effective Date, (x) the interest rate set forth in the caption of this Note and in clause (a) of the preceding sentence shall be deemed to be 5.75% per annum and (y) the interest rate set forth in clause (b)(i) of the preceding sentence shall be deemed to be 7.75% per annum; provided, however, that, (i) if, at any time during which interest on this Note is accruing at the interest rate described in the foregoing clause (x) or clause (y), the Original Leverage Ratio shall have been less than or equal to 2.75 to 1.00, and the Original Fixed Charge Coverage Ratio shall have been greater than or equal to 1.25 to 1.00, in each case as of the last day of two consecutive Fiscal Quarters after the Second Amendment Effective Date, then the interest rates referred to in the foregoing clauses (x) and (y) shall be reduced to 4.00% and 6.00%, respectively, effective as of the date five (5) Business Days after the holders of Notes have received the financial information required to be delivered under Section 7.1(a) or (b) (as the case may be) of the Note Purchase Agreement as of the end of the most recent of such Fiscal Quarters (together with the compliance certificate required to be delivered in connection therewith under Section 7.2 thereof demonstrating compliance with such ratios), and (ii) if, at any time after such interest rates have decreased in accordance with subclause (i) above, the Original Leverage Ratio shall have exceeded 2.75 to 1.00 as of the last day of any Fiscal Quarter, the interest rates referred to in the foregoing clauses (x) and (y) shall revert to 5.75% and 7.75%, respectively, effective as of the date five (5) Business Days after the earlier of (A) the date the holders of Notes have received the financial information required to be delivered under Section 7.1(a) or (b) (as the case may be) of the Note Purchase Agreement as of the end of such Fiscal Quarter (together with the compliance certificate required to be delivered in connection therewith under Section 7.2 thereof demonstrating the lack of compliance with such ratio) and (B) the date such financial statements (and compliance certificate) are required to have been delivered under Section 7.1(a) or (b) (without giving effect to any g...
Amendments to Existing Notes. Section 1.01. Subject to the satisfaction of the conditions set forth in Section 4 and in reliance on the representations and warranties set forth in Section 7, each of the Existing Notes is hereby, without any further action required on the part of any other Person, deemed to be automatically amended to conform to and have the terms provided in (x) with respect to the Existing 2009 Notes, Exhibit A-1 attached hereto and (y) with respect to the Existing 2010 Notes, Exhibit A-2 attached hereto (except, in each case, that the principal amount, original issue date, registration number and the payee of each such Existing Note shall remain unchanged). From and after the Seventh Amendment Effective Date, each of such Existing Notes as so amended pursuant hereto shall constitute a “Note” for all purposes. Any Note issued on or after the Seventh Amendment Effective Date shall be in the applicable form of Exhibit A-1 or Exhibit A-2. For the avoidance of doubt, as set forth in and pursuant to the Forbearance Agreement, the Yield Maintenance Amount in respect of each of the Existing Notes was deemed by the Company and the holders of the Notes to be accrued and capitalized as of August 14, 2009, such that (a) the aggregate Yield Maintenance Amount of $6,841,615 was apportioned to the Existing Notes, (b) Yield Maintenance Amount of $1,703,721 was capitalized at such time and added to the principal amount of the Existing 2009 Notes and (c) Yield Maintenance Amount of $5,137,894 was capitalized at such time and added to the principal amount of the Existing 2010 Notes. The Company hereby acknowledges, confirms and agrees that as of February 22, 2010, the aggregate principal balance of the Existing 2009 Notes was $31,521,940.50, and the aggregate principal balance of the Existing 2010 Notes was $30,651,487.84.
Amendments to Existing Notes
