Existing Note Sample Contracts

WPCS International – Amendment, Waiver and Exchange Agreement (November 20th, 2014)

This Amendment, Waiver and Exchange Agreement (the "Agreement"), dated as of ______________, 2014, is by and between WPCS International Incorporated, a Delaware corporation with offices located at 521 Railroad Avenue, Suisun City, California 94585 (the "Company"), and the holder identified on the signature page hereto ("Holder").

First Amendment to Secured Promissory Note (June 24th, 2014)

This First Amendment to Secured Promissory Note (this Amendment) is executed as of June 3, 2014 by and between ZP Holdings, Inc., a Delaware corporation (the Company), and BMV Direct SOTRS LP, a Delaware limited partnership (Holder), and amends that certain Secured Promissory Note in the principal amount of Eight Million Five Hundred Fifty Six Thousand Five Hundred Thirty-Three Dollars ($8,556,533), dated April 26, 2012, executed by Company in favor of BioMed Realty Holdings, Inc., a Maryland corporation (BMR Holdings), and assigned by BMR Holdings to Holder pursuant to the Note Assignment dated December 18, 2012 (Existing Note). Capitalized terms not otherwise defined herein shall have the same meaning as in the Existing Note. The Existing Note, as amended by this Amendment, shall be referred to herein as the Note.

Unigene Laboratories – Existing Note (June 17th, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to Victory Park Credit Opportunities Intermediate Fund, L.P. or its registered assigns (the "Holder") the principal amount of Ten Million Thirty Three Thousand Eight Hundred Fifty and Four Cents ($10,033,850.04) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwise be amended,

Unigene Laboratories – Existing Note (June 17th, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to VPC Intermediate Fund II (Cayman), L.P. or its registered assigns (the "Holder") the principal amount of Five Million Nine Hundred Fifty Four Thousand Nine Hundred Twenty Eight Dollars and Thirty Seven Cents ($5,954,928.37) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwi

Unigene Laboratories – Existing Note (June 17th, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to Victory Park Credit Opportunities, L.P. or its registered assigns (the "Holder") the principal amount of Eleven Million Three Hundred Fifty Seven Thousand Five Hundred Twenty Six Dollars and Seventy Cents ($11,357,526.70) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwise

Unigene Laboratories – Existing Note (June 17th, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to VPC Fund II, L.P. or its registered assigns (the "Holder") the principal amount of Four Million Two Hundred Sixty Three Thousand Thirty Seven Dollars and Sixty Cents ($4,263,037.60) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwise be amended, restated, modified and supp

James River Coal Company – EXCHANGE AGREEMENT (2018 Notes) (May 17th, 2013)

___________________ (the "Undersigned"), for itself and on behalf of the beneficial owners listed on Exhibit A hereto ("Accounts") for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a "Holder"), enters into this Exchange Agreement (the "Agreement") with James River Coal Company (the "Company") on May 17, 2013 whereby the Holder will exchange (the "Exchange") the Company's 3.125% Convertible Senior Notes due 2018 (the "Existing Notes") for the Company's new 10.00% Convertible Senior Notes due 2018 (the "New Notes") that will be issued pursuant to the provisions of an Indenture to be dated as of May 22, 2013 (the "Indenture") among the Company, certain subsidiary guarantors party thereto (the "Guarantors"), and U.S. Bank National Association, as Trustee (the "Trustee").

James River Coal Company – EXCHANGE AGREEMENT (2015 Notes) (May 17th, 2013)

INDENTURE, dated as of [ ], 2013, between JAMES RIVER COAL COMPANY, a Virginia corporation (the "Company"), the Subsidiary Guarantors (as defined), and U.S. BANK NATIONAL ASSOCIATION, a banking association organized under the laws of the United States, as trustee (the "Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's [*]% Convertible Senior Notes due 2018 (the "Securities").

Unigene Laboratories – Existing Note (May 1st, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to Victory Park Credit Opportunities, L.P. or its registered assigns (the "Holder") the principal amount of Twelve Million Nine Hundred Seven Thousand Twenty Four Dollars and Fourteen Cents ($12,907,024.14) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwise be amended, resta

Unigene Laboratories – Existing Note (May 1st, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to Victory Park Credit Opportunities Intermediate Fund, L.P. or its registered assigns (the "Holder") the principal amount of Eleven Million Four Hundred Two Thousand Seven Hundred Fifty Nine Dollars and Forty Two Cents ($11,402,759.42) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as m

Unigene Laboratories – Existing Note (May 1st, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to VPC Fund II, L.P. or its registered assigns (the "Holder") the principal amount of Five Million Six Hundred Seventy Seven Thousand Five Hundred Eighty Dollars and Ninety Cents ($5,677,580.90) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwise be amended, restated, modifie

Unigene Laboratories – Existing Note (May 1st, 2013)

FOR VALUE RECEIVED, UNIGENE LABORATORIES, INC., a Delaware corporation (the "Company"), hereby promises to pay to VPC Intermediate Fund II (Cayman), L.P. or its registered assigns (the "Holder") the principal amount of Six Million Seven Hundred Sixty Seven Thousand Three Hundred Fifty Four Dollars and Four Cents $6,767,354.04) (the "Principal") pursuant to, and in accordance with, the terms of that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the "Agent"), and the Lenders party thereto (together with all exhibits and schedules thereto and as amended by the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012 (the "First Amendment"), and Second Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2013 (the "Second Amendment"), as may otherwise be ame

Advaxis – Form of Convertible Promissory Note (December 10th, 2012)

This Convertible Promissory Note (including all convertible promissory notes issued in exchange, transfer or replacement hereof, this "Note") is issued in exchange for an outstanding Convertible Promissory Note, dated as of the Original Issue Date (as set forth above), with an original principal amount of U.S. $[__] and an outstanding principal amount as of the calendar day immediately preceding the Exchange Date (as set forth above) of U.S. $[__], (the "Existing Note"), issued pursuant to the Note Purchase Agreement, dated as of [__], by and between the Holder and the Borrower (the "Purchase Agreement"), but shall not, except as set forth herein or in the Exchange Agreement (as defined below), constitute a release of any claim under any document or transaction contemplated by the Purchase Agreement. This Note is issued in exchange for the Existing Note pursuant to that certain Exchange Agreement, dated as of the Exchange Date (as set forth above), by and between the Holder and the Bor

Background; Existing Notes; Authorization of Series C Notes (June 7th, 2012)
Alexander & Baldwin Holdings, Inc. – Background; Existing Notes; Authorization of Series C Notes (June 7th, 2012)
WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 2, 2011 (June 23rd, 2011)

Pursuant to the terms of a letter loan agreement, dated as of June 2, 2009 (the Existing Loan Agreement), Western National Bank, a national banking association (alternatively, Western the Lender, or the Bank), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, Dawson Geophysical or the Borrower), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the Existing Loan). The Existing Loan is evidenced by that certain Revolving Line of Credit Note, also dated as of June 2, 2009, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00), executed by the Borrower, as Maker, in favor of the Bank, as Payee, (the Existing Note). The Existing Note is secured by that certain Security Agreement, also dated as of June 2, 2009, executed by Borrower, covering those accounts receivable and other items of collateral described therein (the Existing Security Agre

CellStar Corporation – Amended and Restated Note (November 3rd, 2010)

THIS NOTE (THE NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

Pdl Biopharma – EXCHANGE AND PURCHASE AGREEMENT (Restricted Convertible Notes) (October 27th, 2010)

_________________________ (including any other persons or entities exchanging Existing Notes (as defined below) or purchasing New Notes (as defined below) hereunder for whom the undersigned Holder holds contractual and investment authority, the "Holder") enters into this Exchange and Purchase Agreement (the "Agreement") with PDL BioPharma, Inc., a Delaware corporation (the "Company"), on _____, 2010 whereby the Holder will (a) exchange (the "Exchange") the Company's 2.00% Convertible Senior Notes due 2012 (the "Existing Notes") for a portion of the Company's new ______% Convertible Senior Notes due 2015 (the "New Notes") that will be issued pursuant to the provisions of an Indenture dated as of ____________, 2010 (the "Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), and (b) purchase for cash (the "Purchase") an additional portion of the New Notes.

EXCHANGE AGREEMENT (Unrestricted Notes) (July 31st, 2009)

___________________ (including any other persons or entities exchanging Existing Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the "Holder") enters into this Exchange Agreement (the "Agreement") with Pier 1 Imports, Inc. (the "Company") on July __, 2009 whereby on the date hereof the Holder will exchange (the "Exchange") the Company's 6.375% Convertible Senior Notes due February 15, 2036 (the "Existing Notes") for the Company's new ____% Convertible Senior Notes due 2036 (the "New Notes") that will be issued pursuant to the provisions of an Indenture dated as of July __, 2009 (the "Indenture") among the Company, certain subsidiary guarantors party thereto (the "Guarantors"), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee").

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 2, 2009 (June 5th, 2009)

Pursuant to the terms of a letter loan agreement, dated as of June 2, 2008 (the Existing Loan Agreement), Western National Bank, a national banking association (alternatively, Western or the Bank), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, Dawson Geophysical or the Borrower), a revolving line of credit loan in the original principal amount of Forty Million and No/Dollars ($40,000,000.00) (the Existing Loan). The Existing Loan is evidenced by a Revolving Line of Credit Note, also dated as of June 2, 2008, executed by the Borrower on behalf of Western, in the original principal amount of Forty Million and No/100 Dollars ($40,000,000.00) (the Existing Note). The Existing Note is secured by that certain Security Agreement, also dated as of June 2, 2008, covering those accounts receivable described therein (the Existing Security Agreement). From time to time, the Existing Security Agreement, and any financing statements filed to p

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 2, 2008 (June 5th, 2008)

Pursuant to the terms of a letter loan agreement, dated as of January 18, 2008 (the Existing Loan Agreement), Western National Bank, a national banking association (alternatively, Western or the Bank), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, Dawson Geophysical or the Borrower), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the Existing Loan). The Existing Loan is evidenced by a Revolving Line of Credit Note, also dated as of January 18, 2008, executed by the Borrower on behalf of Western, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00) (the Existing Note). The Existing Note is secured by that certain Security Agreement, also dated as of January 18, 2008, covering those accounts receivable described therein (the Existing Security Agreement). From time to time, the Existing Security Agreement, and any financing stateme

BAXL Holdings, Inc. – Intercreditor and Subordination Agreement (March 10th, 2008)

This Intercreditor and Subordination Agreement effective as of the 5th day of March, 2008, (this Subordination Agreement) is entered into among BAXL Technologies, Inc., a Delaware corporation (Debtor), and (i) each entity identified on the signature pages hereof which is a holder of the Debtors 10% Amended and Restated Senior Bridge Notes (each, in such capacity, an Existing Secured Party, and collectively, the Existing Secured Parties), and (ii) each entity identified on the signature pages hereof which is a holder of the Companys 9% Senior Secured Convertible Promissory Notes (each, in such capacity, a New Secured Party, and collectively, the New Secured Parties). The Existing Secured Parties and the New Secured Parties are herein individually referred to as a Secured Party and collec tively referred to as the Secured Parties.

Commitment Letter (February 8th, 2008)

You have advised (a) Credit Suisse (together with its affiliates, CS), Banc of America, N.A. (BoA), Banc of America Bridge LLC (BoA Bridge) and Morgan Stanley Senior Funding, Inc. (MSSF), as initial lenders (collectively, in such capacity, the Initial Banks and each a Bank), and (b) Credit Suisse Securities (USA) LLC (Credit Suisse), MSSF and Banc of America Securities LLC (BAS), as the joint lead arrangers (collectively, in such capacity, the Lead Arrangers) that Serafina Acquisition Limited, a newly formed Bermuda exempted company (AcquisitionCo or you) controlled by funds (the BCEC Funds) advised by BC Partners Ltd. (together with certain of its affiliates, the Sponsor), intends to enter into a share purchase agreement (together with the schedules and exhibits thereto, the Acquisition Agreement) pursuant to which it will acquire (the Acquisition) issued and outstanding shares of Intelsat Holdings, Ltd., a Bermuda exempted company (Target and, together with its subsidiaries, the Acqu

WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 January 18, 2008 (January 28th, 2008)

Pursuant to the terms of a letter loan agreement, dated as of January 18, 2007, as amended by that certain First Amendment to Loan Agreement, dated as of August 30, 2007, and as further amended further by that certain Second Amendment to Loan Agreement, dated as of October 12, 2007 (as so amended, the Existing Loan Agreement), Western National Bank, a national banking association (alternatively, Western or the Bank), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, Dawson Geophysical or the Borrower), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the Existing Loan). The Existing Loan is evidenced by a Revolving Line of Credit Note, also dated as of January 18, 2007, executed by the Borrower on behalf of Western, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00) (the Existing Note). The Existing Note is secured by that certain S

Standard Management – Investment in SMAN; Restructure of Existing Note (March 1st, 2007)

This letter (this "Agreement") sets forth the principal terms and conditions upon which (1) you ("Schmidt") and/or your designated affiliates ("Schmidt Parties") will purchase $2 Million of the common shares of Standard Management Corporation, an Indiana corporation ("SMAN"); (2) SMAN will cancel and extinguish the Existing Note, as defined in Section 2 hereof, and issue to Schmidt and/or the Schmidt Parties the Replacement Note, as defined in Section 2 hereof; (3) SMAN will grant to Schmidt and/or the Schmidt Parties the SPI Secured Position (as defined in Section 2 below) and the TPI Secured Position (as defined in Section 2 below)in the Secured Real Property and the Secured Personal Property, respectively, all as described in Section 2 hereof; (4) Schmidt and/or the Schmidt Parties will enter into option agreements for 5,000,000 shares with the per sons and as otherwise provided in Section 5 below; and (5) SMAN will repay outstanding balances on two promissory notes as provided in

American Financial Realty Tr – Amended and Restated Promissory Note (October 7th, 2004)

This Note is the Note referred to in that certain Loan Agreement, dated as of July 18, 2003 as amended by the First Amendment to Loan Agreement dated as of August 9, 2004 and further amended by the Second Amendment to Loan Agreement dated as of the date hereof, among the Maker, as borrower and the Holder, as initial lender and agent, and LaSalle Bank National Association, a national banking association, as collateral agent (as further modified and supplemented and in effect from time to time, the Loan Agreement). Reference to the Loan Agreement is hereby made for a statement of the rights of the Holder and the duties and obligations of the Maker, but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the Maker to pay the principal, interest and other amounts, if any, payable with respect to this Note when due. Capitalized terms used herein without definition shall have the meanings ascribed to such