AMENDMENT TO THE NOTE AGREEMENT. Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Company herein contained, the Company and the Noteholder hereby agree to amend the Note Agreement as set forth below, effective as of the Amendment Effective Date (as hereinafter defined):
AMENDMENT TO THE NOTE AGREEMENT. 2.1 Section 5.1 of the Note Agreement is hereby amended by inserting the following definitions in their respective alphabetical order:
AMENDMENT TO THE NOTE AGREEMENT. Effective upon the Effective Date (as defined in Section 2 below), the parties hereto agree that the Note Agreement is amended as follows:
1.1 Paragraph 4F of the Note Agreement is hereby amended and restated in its entirety to read as follows:
AMENDMENT TO THE NOTE AGREEMENT. The Note Agreement is hereby amended as follows:
(a) Amendment to Section 9.12. Section 9.12 of the Note Agreement is hereby deleted in its entirety and replaced with the following:
AMENDMENT TO THE NOTE AGREEMENT. The Note Agreement shall be and hereby is amended as follows:
1.1. Section 5A of the Note Agreement is hereby amended by replacing the phrase “it will deliver to you in duplicate” with the following: “it will either deliver to you in duplicate or post to XXXXX in accordance with Section 11I hereof”.
1.2. Section 10 of the Note Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order in Section 10 of the Note Agreement:
AMENDMENT TO THE NOTE AGREEMENT. The Note Agreement shall be and hereby is amended as follows:
1.1. Section 6B(1) is amended by:
(a) replacing the “.” at the end of subsection 6B(1)(xi) with “; and”; and
(b) adding the following as new subsection 6B(1)(xii):
(xii) Liens created or deemed to exist as a result of (i) a non-recourse assignment, sale or other transfer of receivables in connection with one or more third-party financings (or Guarantee of such financing) of energy projects developed by the Company (or any subcontractor of the Company) and (ii) Liens on such energy projects in favor of one or more providers of such third-party financing (including, without limitation, with respect to each of the foregoing clauses (i) and (ii), projects developed for agencies, departments and instrumentalities of the United States government, any state, county, municipal government or other political subdivision, any university or any college through utility energy services contracts).”
1.2. Section 10 is amended by inserting, immediately after the word “jurisdiction“ at the end of the definition of “Lien”, the following: “that is filed to secure an obligation for which the Company is responsible for payment or performance”.
AMENDMENT TO THE NOTE AGREEMENT. The Note Agreement is amended as follows:
A. PERMITTED INDEBTEDNESS. Clause (ii) of the definition of Permitted Indebtedness contained in Schedule B of the Note Agreement is hereby amended (A) by deleting the reference to $535,000,000 and replacing such figure with $450,000,000 and (B) by inserting the words "after May 19, 1998" after the word "Company" in subclause (1) thereof.
AMENDMENT TO THE NOTE AGREEMENT. Effective upon the Effective Date (as defined in Section 2 below), the parties hereto agree that the Note Agreement is amended as follows:
1.1. The definition of “Material Subsidiary” in paragraph 10B of the Note Agreement is amended and restated in its entirety to read as follows:
AMENDMENT TO THE NOTE AGREEMENT. Effective upon the Effective Date (as defined in Section 3 hereof), Prudential and the Company agree that the definition of “Earn-Out Obligations” set forth in paragraph 10B of the Note Agreement is hereby amended to add, immediately before the “.”, the following: “, but excluding the “Fordyce Earnout A” (as defined in the International Paper Purchase Agreement) obligation of up to $5,010,167”.
AMENDMENT TO THE NOTE AGREEMENT
