Note Purchase Agreement Uses in Amendments Clause

Amendments from Amendment to Note Purchase Agreement

THIS CONSENT AND THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT (this Consent) is entered into as of March 20, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (Borrower), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (Holdings), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (Panther Sub), INTEG MERGER, INC., a Delaware corporation (Merger Sub); Borrower, Holdings, Panther Sub and Merger Sub are collectively referred to herein as the Loan Parties and each individually as a Loan Party), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the Lenders and individually each a Lender).

Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Consent, the Note Purchase Agreement is hereby amended as follows:

Amendments from Amendment to Note Purchase Agreement

THIS WAIVER AND NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this Agreement), dated as of August 31, 2009, is entered into by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (Company), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (Holdings), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (Panther Sub), ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (Elite), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (Integres Sub), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (Integres; Company, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the Loan Parties and each individually as a Loan Party), YORK STREET MEZZANINE PARTNERS, L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the ot

Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Agreement, the Note Purchase Agreement is hereby amended as follows:

Amendments from Amendment to Note Purchase Agreement

THIS CONSENT AND SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this Amendment) is entered into as of October 7, 2008 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (Company), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (Holdings), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (Panther Sub), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (Integres), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (Integres Sub; Company, Holdings, Panther Sub, Integres and Integres Sub are collectively referred to herein as the Loan Parties and each individually as a Loan Party), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other purchasers from time to time party to the Note Purchase Agreement (collectively, the Purchasers and individually each a Purc

Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Amendment, the Note Purchase Agreement is hereby amended as follows:

Amendments from Amendment Agreement

This Amendment Agreement (this Amendment) is made as of this 19th day of December, 2008 among NRG Common Stock Finance II LLC, a Delaware limited liability company (Issuer), Credit Suisse International (together with its successor and assigns, Purchaser) and Credit Suisse Securities (USA) LLC (Agent), solely in its capacity as agent for Purchaser and Issuer (Issuer, Purchaser and Agent, collectively, the Parties).

Amendments. The Note Purchase Agreement is hereby amended as follows, with such amendments taking effect as of the date hereof and subject to the further conditions that (1) as of such date Purchaser shall have received an opinion (in form and substance satisfactory to Purchaser and its counsel), dated as of the date hereof, of Kirkland & Ellis LLP, counsel for Issuer, substantially in the form attached hereto as Exhibit A and (2) the Agreement with respect to the Note Purchase Agreement among Issuer, Purchaser, Agent and the Company of even date herewith has been executed by the parties thereto:

Amendments from Amendment to Credit Agreement

THIS FIRST AMENDMENT (this Amendment) dated as of May 30, 2008 to the Credit Agreement referenced below is by and among PERKINELMER, INC., a Massachusetts corporation (the Company), WALLAC OY, a company organized under the laws of Finland (the Finnish Borrower), certain other Subsidiaries of the Company party hereto (together with the Finnish Borrower, the Designated Borrowers; and, together with the Company, the Borrowers and each a Borrower), each lender party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, as of the date hereof the Credit Agreement is hereby amended to add the following parenthetical immediately after the phrase event occurs in clause (i)(B) of Section 8.01 (e): (other than a disposition of assets whereby the Company elects to prepay Senior Debt (as defined in that certain Note Purchase Agreement dated as of May 30, 2008 between the Company and the Purchasers party thereto (the Note Purchase Agreement)) pursuant to Section 10.6 of the Note Purchase Agreement, and any required offer to prepay the Notes (as defined in the Note Purchase Agreement) pursuant to Sections 8.6 and 10.6 of the Note Purchase Agreement and prepayment of such Notes or of any other Senior Debt made in accordance therewith, so long as (i) the Borrowers prepay outstanding Committed Loans (with the related Commitments reduced in the amount of any such prepayment) contemporaneously with such Notes and other Senior Debt in an amount which at least equals a Pro Rata Share, regardless of whether or not the holders of the Notes actually require prepayment of their Notes and (ii) the Company complies with the offer and prepayment requirements set forth in Section 8.6 of the Note Purchase Agreement; for purposes hereof, Pro Rata Share shall mean, as of any date of determination, an amount equal to the product of (a) the net proceeds from a sale of assets being applied to the payment or prepayment of Senior Debt pursuant to Section 10.6(b) of the Note Purchase Agreement multiplied by (b) a fraction, the numerator of which is the aggregate outstanding principal amount of the Committed Loans and the denominator of which is the aggregate outstanding principal amount of all Senior Debt)

Amendments from Senior Subordinated Note Purchase Agreement

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).

Amendments. The Note Purchase Agreement is hereby amended as follows: 2.1 Authorization of Issuance of Notes. The first sentence of Article I of the Note Purchase Agreement is deleted in its entirety and the following inserted in lieu thereof: The Company has authorized the issue and sale to the Purchasers of $15,000,000 in aggregate principal amount of its 11.5% Convertible Subordinated Promissory Notes due July 1, 2009 (the notes being referred to herein as the Notes). At the election of the Purchasers in their sole discretion and upon written notice to the Company no later than May 15, 2009, such maturity date shall be extended until July 1, 2012. 2.2 Definitions. The definitions of SEC Reports and Latest Statement Date as they appear in the Note Purchase Agreement shall be amended to read in their entireties as follows: SEC Reports shall mean the Companys and/or Quantum Fuel Systems Technologies Worldwide, Inc.s (Quantum) current, quarterly, annual and other periodic filings filed with the Commission. Latest Statement Date shall mean October 31, 2006. 2.3 Capitalization. Section 5.2 of the Note Purchase Agreement is amended to read in its entirety as follows: Section 5.2 Capitalization. The Company is a wholly owned subsidiary of Quantum with 1,000 authorized shares of Common Stock, all of which are issued and outstanding. The Company has no outstanding options, warrants or other rights to acquire any capital stock, or securities convertible or exchangeable for capital stock or for securities themselves convertible or exchangeable for capital stock (together, Convertible Securities). The Company has no other agreement or commitment to sell or issue any shares of capital stock or Convertible Securities. All issued and outstanding shares of the Companys capital stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) are free from any preemptive and cumulative voting rights and (iv) were issued pursuant to an effective registration statement filed with the Commission and applicable state securities authorities or pursuant to valid exemptions under federal and state securities laws. There are no outstanding rights of first refusal or voting or shareholder agreements of any kind relating to any of the Companys securities to which the Company or any of its executive officers and directors is a party or as to which the Company otherwise has knowledge. When issued in compliance with the conversion provisions of the Notes, the Common Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Common Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. Notwithstanding the foregoing, the issuance of Common Shares in payment of interest or principal on the Notes pursuant to the provisions of Article 9 thereof is subject to further authorization of such issuance at the time by the Board of Directors or a committee thereof. 2.4 Disclosures. Section 5.6 of the Note Purchase Agreement is amended to read in its entirety as follows: Section 5.6 Disclosures. This Agreement contains no untrue statement of a Material fact or omits to state any Material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as expressly described in Schedule 5.6, the SEC Reports, the Credit Agreement Schedules or in other documents delivered to the Purchasers, their attorneys or agents in connection herewith, since April 30, 2006, there has been no change in the financial condition, operations, business or properties of the Company that is Material. There are no facts that (individually or in the aggregate) Materially and adversely affecting the Company that have not been set forth in the Transaction Documents or in other documents delivered to the Purchaser or its attorneys or agents in connection herewith. 2.5 Nasdaq Compliance and Reporting Status. Each of Sections 5.21 and 5.22 of the Note Purchase Agreement are deleted in their entireties and Reserved inserted in lieu thereof. 2.6 Financial Covenants. Section 7.6(a) of the Note Purchase Agreement is amended by amending subsections (i), (iv), (vii) and (xxii) thereof to read in their entireties as follows:

Amendments from To Note Purchase Agreement

AMENDMENT NO. 5 dated as of June 11, 2004 (this Amendment) to the Committed Note Purchase and Security Agreement, dated as of May 10, 2002, as previously amended by Amendment No. 1 thereto, dated as of June 15, 2002, by Amendment No. 2 thereto, dated as of November 21, 2002, by Amendment No. 3 thereto, dated as of June 23, 2003, and by Amendment No. 4 thereto, dated as of May 14, 2004 (as amended, the Note Purchase Agreement), among NEW CENTURY FUNDING I, a Delaware statutory trust (the Note Issuer or the Trust), each Person party thereto as a Purchaser or a Noteholder from time to time, and UBS REAL ESTATE SECURITIES INC. (f/k/a UBS Warburg Real Estate Securities Inc.) as Agent for the Purchasers and the Noteholders (the Agent).

Amendments. The following amendments to the Note Purchase Agreement shall apply as of the date hereof upon the execution of this Amendment by all the parties hereto:

Amendments from To Note Purchase Agreement

AMENDMENT NO. 4 dated as of May 14, 2004 (this Amendment) to the Committed Note Purchase and Security Agreement, dated as of May 10, 2002, as previously amended by Amendment No. 1 thereto, dated as of June 15, 2002, by Amendment No. 2 thereto, dated as of November 21, 2002, and by Amendment No. 3 thereto, dated as of June 23, 2003 (as amended, the Note Purchase Agreement), among NEW CENTURY FUNDING I, a Delaware statutory trust (the Note Issuer or the Trust), each Person party thereto as a Purchaser or a Noteholder from time to time, and UBS REAL ESTATE SECURITIES INC. (f/k/a UBS Warburg Real Estate Securities Inc.) as Agent for the Purchasers and the Noteholders (the Agent).

Amendments. The following amendments to the Note Purchase Agreement shall apply as of the date hereof upon the execution of this Amendment by all the parties hereto: