RAVE RESTAURANT GROUP, INC. as the Company and SECURITIES TRANSFER CORPORATION as Trustee SUPPLEMENTAL INDENTURE NUMBER 1 DATED AS OF OCTOBER 31, 2017 RELATING TO RAVE RESTAURANT GROUP, INC. 4% CONVERTIBLE SENIOR NOTES DUE 2022 SUPPLEMENTAL INDENTURE...
as the Company
and
SECURITIES TRANSFER CORPORATION
as Trustee
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SUPPLEMENTAL INDENTURE NUMBER 1
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DATED AS OF OCTOBER 31, 2017
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RELATING TO
4% CONVERTIBLE SENIOR NOTES DUE 2022
SUPPLEMENTAL INDENTURE NUMBER 1
THIS SUPPLEMENTAL INDENTURE NUMBER 1, dated as of October 31, 2017, between RAVE RESTAURANT GROUP, INC., a Missouri corporation (the “Company”), and SECURITIES TRANSFER CORPORATION, a Texas corporation, as Trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Company and Trustee have entered into an Indenture, dated as of March 3, 2017 (the “Indenture”), providing for the issuance of the Company’s 4% Convertible Senior Notes due 2022 (the “Notes”); and
WHEREAS, the Company has determined that it wishes to change the Conversion Date of the Notes from the quarterly dates of February 15, May 15, August 15, and November 15 of each year to the 15th day of each month of each year or, if such date is a Legal Holiday, to the next immediate Business Day, and that such change will be advantageous to the Holders of the Notes; and
WHEREAS, pursuant to Section 10.01 of the Indenture, the Company and the Trustee may amend or supplement the Indenture without notice to or consent of any Holders of the Notes to make any change that does not materially adversely affect the rights of any Holder of the Notes; and
WHEREAS, all acts and things necessary to make this Supplemental Indenture Number 1, when executed by the Company and authenticated and delivered by the Trustee, as provided in the Indenture, the valid, binding and legal obligation of the Company, and to constitute these presents, together with the Indenture, a valid supplemental indenture according to its terms and the terms of the Indenture, have been done and performed and the execution of this Supplemental Indenture Number 1 has in all respects been duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NUMBER 1 WITNESSETH:
ARTICLE I
DEFINITION OF TERMS
Section 1.01. Definitions. The terms used in this Supplemental Indenture Number 1 have the meanings assigned to them in the Indenture, excluding only the term “Conversion Date.”
ARTICLE II
CONVERSION DATE
Section 2.01. New Definition of Conversion Date. Effective on the date of this Supplemental Indenture Number 1, henceforth:
“Conversion Date” means the 15th day of each month or, if such date is a Legal Holiday, the next immediate Business Day.
SUPPLEMENTAL INDENTURE NUMBER 1
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture Number 1 to be duly executed by persons duly authorized, as of the day and year first written above.
COMPANY:
By: /s/ XXX XXXXXXX
Name: Xxx Xxxxxxx
Title: Chief Financial Officer
TRUSTEE:
SECURITIES TRANSFER CORPORATION
By: /s/ XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: Chief Operating Officer
SUPPLEMENTAL INDENTURE NUMBER 1
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