AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTES
Exhibit 4.2
MODEL REORG ACQUISITION, LLC
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED
SUBORDINATED PROMISSORY NOTES
This Amendment No. 1 (this “Amendment”) dated as of April 25, 2014 between Model Reorg Acquisition, LLC, a Delaware limited liability company (the “Issuer”) and the trust entities listed on Schedule 1 hereto (the “Holders” or individually, a “Holder”) to those certain Second Amended and Restated Promissory Notes dated April 18, 2012 of the Issuer payable to the order of the Holders in the total principal amount of $85,365,693 (“Sibling Notes”) is entered into by and between the parties hereto to amend each of the Sibling Notes. Capitalized terms used herein that are not defined shall have the meaning set forth in the Sibling Notes.
WHEREAS, this Amendment and the Sibling Notes are subject to an amended and restated subordination agreement (the “Subordination Agreement”) dated as of April 18, 2012 among the Holders and Xxxxx Fargo Bank, National Association, a National Banking Association, in its capacity as Administrative and Collateral Agent pursuant to the Senior Creditor Agreements (as defined in the Subordination Agreement) acting for and on behalf of the parties thereto as lenders;
WHEREAS, the Senior Creditor Agreements are being amended contemporaneously herewith to, among matters, extend the “Maturity Date” (as defined in the Senior Creditor Agreements) to April 25, 2019;
WHEREAS, the parties desire to amend each of the Sibling Notes to extend the “Maturity Date” (as defined in each Sibling Note) pursuant to the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.Extension of Maturity Date. Paragraphs 1 of each of the Sibling Notes shall be amended and restated in their entirety to read:
“Subject to the terms of the Subordination Agreement, the principal amount hereof shall be payable in full on July 31, 2019 (the “Maturity Date”).”
2.Pro Rata Treatment of the Holders. For the avoidance of doubt, paragraphs 8(j) in each of the Sibling Notes shall apply to all Sibling Notes as simultaneously amended by the terms of this Amendment No. 1 herein.
3.Governing Law. This Amendment shall be governed by and construed in all respects under the laws of the State of New York, without reference to its conflict of laws, rules or principles that would defer to the laws of another jurisdiction.
4.No Other Amendments. Save and except as expressly set forth in this Amendment, each of the Sibling Notes remains in full force and effect without amendment or other modification.
5.Multiple Counterparts. This Amendment may be executed in multiple counterparts each of which shall be deemed an original hereof.
TRUST UNDER ARTICLE 2 OF THE |
TRUST AGREEMENT DATED |
NOVEMBER 1, 1998 WITH XXXXXXX |
XXXXXXXX AS GRANTOR |
(SUCCESSOR TO THE XXXXXXX |
XXXXXXXX 10-YEAR GRANTOR |
RETAINED ANNUITY TRUST DATED |
11/1/98) |
By: /S/ Xxxxxxx X. Xxxx |
Xxxxxxx X. Xxxx, Trustee |
XXXXXXX XXXXXXXX 15-YEAR |
GRANTOR RETAINED ANNUITY |
TRUST DATED 11/21/98 |
By: /S/ Xxxxxxx X. Xxxx |
Xxxxxxx X. Xxxx, Trustee |
TRUST UNDER ARTICLE 2 OF THE |
TRUST AGREEMENT DATED |
NOVEMBER 1, 1998 WITH XXXXXX |
XXXXXXXX AS GRANTOR |
(SUCCESSOR TO THE XXXXXX |
XXXXXXXX 10-YEAR GRANTOR |
RETAINED ANNUITY TRUST DATED |
11/1/98) |
By: /S/ Xxxxxxx X. Xxxx |
Xxxxxxx X. Xxxx, Trustee |
XXXXXX XXXXXXXX 15-YEAR |
GRANTOR RETAINED ANNUITY |
TRUST DATED 11/2/98 |
By: /S/ Xxxxxxx X. Xxxx |
Xxxxxxx X. Xxxx, Trustee |
Schedule 1
List of Note Holders
Promissory Sibling Note Amount | Note Holder |
$11,390,212.15 | Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Xxxxx Xxxxxxxx as Grantor |
$17,065,018.85 | Xxxxx Xxxxxxxx 00 year Grantor Retained Annuity Trust dated 11/2/98 |
$11,390,212.15 | Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Xxxxxxx Xxxxxxxx as Grantor |
$17,065,018.85 | Xxxxxxx Xxxxxxxx 00 year Grantor Retained Annuity Trust dated 11/2/98 |
$11,390,212.15 | Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Xxxxxx Xxxxxxxx as Grantor |
$17,065,018.85 | Xxxxxx Xxxxxxxx 00 year Grantor Retained Annuity Trust dated 11/2/98 |
Total $85,365,693 | |
