Senior Subordinated Note Purchase Agreement Sample Contracts

Amendment No. 9 to Senior Subordinated Note Purchase Agreement (November 6th, 2014)

This AMENDMENT NO. 9 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this "Amendment") is dated as of August 27, 2014 (the "Ninth Amendment Effective Date") by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the "Company") and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Amendment No. 8 to Senior Subordinated Note Purchase Agreement (August 11th, 2014)

This AMENDMENT NO. 8 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this "Amendment") is dated as of June 30, 2014 (the "Eighth Amendment Effective Date") by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the "Company") and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Amended and Restated Third Amendment to Senior Subordinated Note Purchase Agreement and Waiver Agreement (March 13th, 2012)

THIS AMENDED AND RESTATED THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND WAIVER AGREEMENT (this Amendment) is entered into as of March 7, 2012 by and among MModal CB Inc. (f/k/a CBay Inc.), a Delaware corporation, MModal MQ Inc. (f/k/a Medquist Inc.), a New Jersey corporation, MModal Services, Ltd. (f/k/a Medquist Transcriptions, Ltd.), a New Jersey corporation (collectively, the Issuers), MModal Inc. (f/k/a MedQuist Holdings Inc.), a Delaware corporation (Holdings), BlackRock Kelso Capital Corporation (BKC), PennantPark Investment Corporation (Pennant), Citibank, N.A. (Citibank), and THL Credit, Inc. (THL and, together with BKC, Pennant, and Citibank, the Purchasers).

Medquist Inc – Second Amendment to Senior Subordinated Note Purchase Agreement (July 12th, 2011)

This SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 11, 2011 (this Second Amendment), is entered into among CBay Inc., a Delaware corporation (CBay), MedQuist Inc., a New Jersey corporation (MedQuist), MedQuist Transcriptions, Ltd., a New Jersey corporation (MedQuist Transcriptions, and together with CBay and MedQuist, the Issuers), MedQuist Holdings Inc., a Delaware corporation (Holdings), MedQuist, as Issuer Representative, BlackRock Kelso Capital Corporation (BKC), PennantPark Investment Corporation (Pennant), Citibank, N.A. (Citibank), and THL Credit, Inc. (THL and together with BKC, Pennant, Citibank and the other Purchasers from time to time parties hereto, collectively, the Purchasers).

Second Amendment to Senior Subordinated Note Purchase Agreement (July 12th, 2011)

This SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 11, 2011 (this Second Amendment), is entered into among CBay Inc., a Delaware corporation (CBay), MedQuist Inc., a New Jersey corporation (MedQuist), MedQuist Transcriptions, Ltd., a New Jersey corporation (MedQuist Transcriptions, and together with CBay and MedQuist, the Issuers), MedQuist Holdings Inc., a Delaware corporation (Holdings), MedQuist, as Issuer Representative, BlackRock Kelso Capital Corporation (BKC), PennantPark Investment Corporation (Pennant), Citibank, N.A. (Citibank), and THL Credit, Inc. (THL and together with BKC, Pennant, Citibank and the other Purchasers from time to time parties hereto, collectively, the Purchasers).

Amendment No. 5 to Senior Subordinated Note Purchase Agreement (May 12th, 2011)

This AMENDMENT NO. 5 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this "Amendment") is dated as of March 30, 2011 (the "Fifth Amendment Effective Date") by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the "Company") and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Amendment No. 4 to Senior Subordinated Note Purchase Agreement (May 12th, 2011)

This AMENDMENT NO. 4 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this "Amendment) is dated as of March 16, 2011 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the "Company") and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Consent and Modification of Senior Subordinated Note Purchase Agreement and Tranche B Notes (March 31st, 2011)

This CONSENT AND MODIFICATION OF SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND TRANCHE B NOTES (this "Modification") is dated as of August 12, 2010 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the "Company") and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Modification shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Third Amendment to Senior Subordinated Note Purchase Agreement (March 11th, 2011)

THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this Amendment) is entered into as of March 9, 2011, by and among The Princeton Review, Inc., a Delaware corporation (TPR), Penn Foster, Inc., a Pennsylvania corporation (PF, and together with TPR, collectively, the Issuer), the guarantors party hereto (the Guarantors) and the Purchasers party hereto (the Purchasers).

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of September 30, 2010 Among CBAY INC., MEDQUIST INC., and MEDQUIST TRANSCRIPTIONS, LTD, AS ISSUERS, CBAYSYSTEMS HOLDINGS LIMITED, AS HOLDINGS and BLACKROCK KELSO CAPITAL CORPORATION, PENNANTPARK INVESTMENT CORPORATION CITIBANK, N.A. And THL CREDIT, INC. AS PURCHASERS (November 26th, 2010)

This Agreement and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the Subordination Agreement) among BlackRock Kelso Capital Corporation (BKC), Pennantpark Investment Corporation (Pennant), Citibank, N.A. (Citibank), THE Credit, Inc. (THL and together with BKC, Pennant and Citibank, the Purchasers), CBay Inc., a Delaware corporation (CBay), MedQuist Inc., a New Jersey corporation (Medquist), MedQuist Transcriptions, Ltd., a New Jersey corporation (MedQuist Transcriptions, and together with CBay and MedQuist, the Issuers) and General Electric Capital Corporation (Agent), to the indebtedness (including interest) owed by the Issuers pursuant to that certain Credit Agreement dated as of October 1, 2010 among the Issuers, Agent and the lenders from time to time party thereto, as such Credit Agreement has been and hereafter may be amended, supplemented or otherwise modified from

Consent and Modification of Senior Subordinated Note Purchase Agreement and Tranche B Notes (November 12th, 2010)

This CONSENT AND MODIFICATION OF SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND TRANCHE B NOTES (this "Modification") is dated as of August 12, 2010 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the "Company") and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Modification shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Medquist Inc – SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of September 30, 2010 Among CBAY INC., MEDQUIST INC., and MEDQUIST TRANSCRIPTIONS, LTD, AS ISSUERS, CBAYSYSTEMS HOLDINGS LIMITED, AS HOLDINGS and BLACKROCK KELSO CAPITAL CORPORATION, PENNANTPARK INVESTMENT CORPORATION CITIBANK, N.A. And THL CREDIT, INC. AS PURCHASERS (October 6th, 2010)

This Agreement and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the Subordination Agreement) among Blackrock Kelso Capital Corporation (BKC), PennanPark Investment Corporation (Pennant), Citibank, N.A. (Citibank), THL Credit, Inc. (THL and together with BKC, Pennat and Citibank, the Purchasers), CBay Inc., a Delaware corporation (CBay), MedQuist Inc., a New Jersey corporation (MedQuist), MedQuist Transcriptions, Ltd., a New Jersey corporation (MedQuist Transcriptions, and together with CBay and MedQuist, the Issuers) and General Electric Capital Corporation (Agent), to the indebtedness (including interest) owed by the Companies pursuant to that certain Credit Agreement dated as of October 1, 2010 among the Companies, Agent and the lenders from time to time party thereto, as such Credit Agreement has been and hereafter may be amended, supplemented or otherwise modified fro

First Amendment to Senior Subordinated Note Purchase Agreement (April 29th, 2010)

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this Amendment) is entered into as of April 23, 2010, by and among The Princeton Review, Inc., a Delaware corporation (Issuer), the guarantors party hereto (the Guarantors) and the Purchasers party hereto (the Purchasers).

Amendment No. 3 to Senior Subordinated Note Purchase Agreement (March 25th, 2010)

This AMENDMENT NO. 3 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this Amendment) is dated as of December 22, 2009 (the Third Amendment Effective Date) by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Company) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

Senior Subordinated Note Purchase Agreement Dated as of December 7, 2009 Among the Princeton Review, Inc., as Issuer the Guarantors Party Hereto and the Purchasers Party Hereto (December 8th, 2009)

This Senior Subordinated Note Purchase Agreement and the Obligations (as hereinafter defined) evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Subordination Agreement) dated, as of December 7, 2009 among the Issuer (as hereinafter defined), the Guarantors (as hereinafter defined), each other Person who becomes a Guarantor or Issuer hereunder, the Purchasers (as hereinafter defined), and General Electric Capital Corporation, as agent, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of Obligations, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

Senior Subordinated Note Purchase Agreement Dated as of December 7, 2009 Among the Princeton Review, Inc., as Issuer the Guarantors Party Hereto and the Purchasers Party Hereto (December 8th, 2009)

This Senior Subordinated Note Purchase Agreement and the Obligations (as hereinafter defined) evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Subordination Agreement) dated, as of December 7, 2009 among the Issuer (as hereinafter defined), the Guarantors (as hereinafter defined), each other Person who becomes a Guarantor or Issuer hereunder, the Purchasers (as hereinafter defined), and General Electric Capital Corporation, as agent, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of Obligations, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

Amendment No. 2 to Senior Subordinated Note Purchase Agreement (December 31st, 2008)

This AMENDMENT NO. 2 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this Amendment) is dated as of December 24, 2008 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the Company) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

DIGITALGLOBE, INC. Guaranteed Unsecured Senior Subordinated Notes Due April 18, 2012 (June 6th, 2008)

Each of DigitalGlobe, Inc., a Delaware corporation (the Company), and the Subsidiary Guarantors from time to time party hereto agrees with each of the purchasers whose names appear at the end hereof (each, together with its permitted assigns and transferees, a Purchaser and, collectively, the Purchasers) as follows:

Quantum Fuel Systems Technologies – Second Amendment to Convertible Senior Subordinated Note Purchase Agreement (March 11th, 2008)

This SECOND AMENDMENT TO CONVERTIBLE SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this Amendment), made and entered into as of November 6, 2007, is by and between Tecstar Automotive Group, Inc. (f/k/a Starcraft Corporation), an Indiana corporation (the Company), and Whitebox Convertible Arbitrage Partners L.P., Whitebox Hedged High Yield Partners L.P., Pandora Select Partners L.P. and Whitebox Intermarket Partners L.P. (collectively, the Purchasers).

International Textile Group, Inc. Senior Subordinated Note Purchase Agreement Dated as of June 6, 2007 $80,000,000 18.00% Senior Subordinated Notes Due June 6, 2011 (June 12th, 2007)

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of June 6, 2007, among International Textile Group, Inc., a Delaware corporation (the Company) and each of the Purchasers set forth in Schedule A. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a Schedule or an Exhibit are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Quantum Fuel Systems Technologies – First Amendment to Convertible Senior Subordinated Note Purchase Agreement (March 12th, 2007)

This FIRST AMENDMENT TO CONVERTIBLE SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this Amendment), made and entered into as of January 31, 2007, is by and between Tecstar Automotive Group, Inc. (f/k/a Starcraft Corporation), an Indiana corporation (the Company), and Whitebox Convertible Arbitrage Partners L.P., Whitebox Hedged High Yield Partners L.P., Pandora Select Partners L.P. and Whitebox Intermarket Partners L.P. (collectively, the Purchasers).

Rand Logistics – Contract (August 2nd, 2006)

- -------------------------------------------------------------------------------- SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT by and among WISCONSIN & MICHIGAN STEAMSHIP COMPANY, AS BORROWER, AND RAND FINANCE CORP. AND OGLEBAY NORTON MARINE SERVICES COMPANY, LLC, AS PURCHASERS August 1, 2006 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS..........................................................1 1.1 Certain Definitions................................................1 1.2

Opinion Research Corp – First Amendment to Senior Subordinated Note Purchase Agreement (March 31st, 2006)

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this First Amendment) is entered into as of January 18, 2006 among (i) The Royal Bank of Scotland PLC (RBOS), acting in its capacity as the sole current Lender and as Agent for the Lender pursuant to the hereinafter referenced Note Purchase Agreement; and (ii) Opinion Research Corporation, a Delaware corporation, MACRO International, Inc., a Delaware corporation, Social and Health Services, Ltd., a Maryland corporation, ORC Holdings, Ltd., an English company, O.R.C. International Ltd., an English company, and any other Borrower party to the Note Purchase Agreement from time to time (the Borrowers).1 Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

Pw Eagle – First Amendment to Senior Subordinated Note Purchase Agreement and Junior Subordinated Note Purchase Agreement (May 6th, 2005)

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT (First Amendment) is made as of the 15th day of March, 2005 by and among PW Eagle, Inc., a Minnesota corporation (Company) and Churchill Capital Partners IV, L.P., a Delaware limited partnership (Note Purchaser).

Pw Eagle – Senior Subordinated Note Purchase Agreement Between Churchill Capital Partners Iv, L.P. And Pw Eagle, Inc. (March 29th, 2005)

THIS SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of the 25th day of October, 2004, by and between CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the Note Purchaser), and PW EAGLE, INC., a Minnesota corporation (the Company).

Inland Resources Inc/Wa – Senior Subordinated Note Purchase Agreement (August 10th, 2001)