Common use of Amendments to Existing Notes; Interest Rate Clause in Contracts

Amendments to Existing Notes; Interest Rate. (a) Each of (i) the Existing Notes outstanding on the date hereof and (ii) the forms of Existing Notes attached as exhibits to the Existing Note Agreement is hereby amended, without any action required by any Person, to include (A) the phrase “subject to the next succeeding paragraph” at the beginning of clause (a) of the first paragraph thereof and (B) to include the paragraph set forth below as the new second paragraph thereof: “The interest rate applicable to this Note at any time during the Covenant Relief Period (and only during the Covenant Relief Period) shall be equal to the interest rate otherwise applicable to the Notes hereunder at such time plus (i) any increase resulting from the application of Section 3.2 of the Second Amending Agreement, if any, plus (ii) the number of Basis Points per annum specified opposite the applicable level of the Consolidated Senior Leverage Ratio in the table below, calculated as of the last day of the then most recently ended fiscal quarter of the Company: Consolidated Senior Leverage Ratio Basis Points Per Annum less than or equal to 3:1 [Redacted] greater than 3:1 and less than or equal to 4:1 [Redacted] greater than 4:1 and less than or equal to 4.5:1 [Redacted] greater than 4.5:1 [Redacted] If, on the date an interest payment is due hereunder, the Company has not yet delivered its compliance certificate for the then most recently ended fiscal quarter in accordance with Section 7.2 of the Note Purchase Agreement setting forth its Consolidated Senior Leverage Ratio as of the last day of such fiscal quarter, the interest payment due on such date shall be calculated without giving effect to this paragraph but any additional amount payable as the result of this paragraph shall be paid on the date of delivery of the compliance certificate in respect of such fiscal quarter (or the last date for delivery of such certificate if it shall not be delivered on or prior to such last date), as provided in Section 7.2(a) of the Note Purchase Agreement. If such compliance certificate is not delivered on the last date for delivery thereof, it shall be assumed that the Consolidated Senior Leverage Ratio as of the end of such fiscal quarter was greater than 4.5 to 1. If the interest rate hereunder for all or any portion of the period preceding an interest payment date shall be calculated by reference to this paragraph (as well as the preceding paragraph), the Company shall give written notice to the holder hereof on, or within 10 Business Days prior to, such interest payment date specifying in reasonable detail the calculation of the amount of interest payable on such interest payment date.”

Amendments to Existing Notes; Interest Rate. (a) Each of (i) the Existing Notes outstanding on the date hereof and (ii) the forms of Existing Notes attached as exhibits to the Existing Note Purchase Agreement is hereby amended, without any action required by any Person, to include (A) the phrase “subject to the next succeeding paragraph” at the beginning of clause (a) of the first paragraph thereof and (B) to include the paragraph set forth below as the new second paragraph thereof: “The interest rate applicable to this Note at any time during the Covenant Relief Period (period commencing on January 1, 2019 to and only during the Covenant Relief Period) including December 31, 2019 shall be equal to the interest rate otherwise applicable to the Notes hereunder at such time plus (i) any increase resulting from the application of Section 3.2 of the Second Amending Agreement, if any, plus (ii) the number of Basis Points basis points per annum specified opposite the applicable level of the Consolidated Senior Leverage Ratio in the table belowbelow (calculated using the methodology for determining Consolidated EBITDA as provided in clause (ii) of Section 10.6(b) of the Note Purchase Agreement), calculated determined as of the last day of the then most recently ended fiscal quarter of the Company: Consolidated Senior Leverage Ratio Basis Points Per Annum less than or equal to 3:1 3.00:1.00 [Redacted] greater than 3:1 3.00:1.00 and less than or equal to 4:1 4.00:1.00 [Redacted] greater than 4:1 and less than or equal to 4.5:1 [Redacted] greater than 4.5:1 4.00:1.00 [Redacted] If, on the date an interest payment is due hereunder, the Company has not yet delivered its compliance certificate for the then most recently ended fiscal quarter in accordance with Section 7.2 of the Note Purchase Agreement setting forth its Consolidated Senior Leverage Ratio as of the last day of such fiscal quarter, then the interest payment due on such date shall be calculated without giving effect to this paragraph but paragraph, and any additional amount payable as the result of this paragraph shall be paid on the date of delivery of the compliance certificate in respect of such fiscal quarter (or the last date for delivery of such certificate if it shall not be delivered on or prior to such last date), as provided in Section 7.2(a) of the Note Purchase Agreement. If such compliance certificate is not delivered on the last date for delivery thereof, it shall be assumed that the Consolidated Senior Leverage Ratio as of the end of such fiscal quarter was greater than 4.5 4.00 to 11.00. If the interest rate hereunder for all or any portion of the period preceding an interest payment date shall be calculated by reference to this paragraph (as well as the preceding paragraph), the Company shall give written notice to the holder hereof on, or within 10 Business Days prior to, such interest payment date specifying in reasonable detail the calculation of the amount of interest payable on such interest payment date.”

Amendments to Existing Notes; Interest Rate. (a) Each of (i) the Existing Notes outstanding on the date hereof and (ii) the forms of Existing Notes attached as exhibits to the Existing Note Purchase Agreement is hereby amended, without any action required by any Person, to include (A) the phrase “subject to the next succeeding paragraph” at the beginning of clause (a) of the first paragraph thereof and (B) to include the paragraph set forth below as the new second paragraph thereof: “The interest rate applicable to this Note at any time during the Covenant Relief Period (period commencing on January 1, 2019 to and only during the Covenant Relief Period) including December 31, 2019 shall be equal to the interest rate otherwise applicable to the Notes hereunder at such time plus (i) any increase resulting from the application of Section 3.2 of the Second Amending Agreement, if any, plus (ii) the number of Basis Points basis points per annum specified opposite the applicable level of the Consolidated Senior Leverage Ratio in the table belowbelow (calculated using the methodology for determining Consolidated EBITDA as provided in clause (ii) of Section 10.6(b) of the Note Purchase Agreement), calculated determined as of the last day of the then most recently ended fiscal quarter of the Company: Consolidated Senior Leverage Ratio Basis Points Per Annum less than or equal to 3:1 3.00:1.00 [RedactedRedacted ] greater than 3:1 3.00:1.00 and less than or equal to 4:1 4.00:1.00 [RedactedRedacted ] greater than 4:1 and less than or equal to 4.5:1 4.00:1.00 [Redacted] greater than 4.5:1 [RedactedRedacted ] If, on the date an interest payment is due hereunder, the Company has not yet delivered its compliance certificate for the then most recently ended fiscal quarter in accordance with Section 7.2 of the Note Purchase Agreement setting forth its Consolidated Senior Leverage Ratio as of the last day of such fiscal quarter, then the interest payment due on such date shall be calculated without giving effect to this paragraph but paragraph, and any additional amount payable as the result of this paragraph shall be paid on the date of delivery of the compliance certificate in respect of such fiscal quarter (or the last date for delivery of such certificate if it shall not be delivered on or prior to such last date), as provided in Section 7.2(a) of the Note Purchase Agreement. If such compliance certificate is not delivered on the last date for delivery thereof, it shall be assumed that the Consolidated Senior Leverage Ratio as of the end of such fiscal quarter was greater than 4.5 4.00 to 11.00. If the interest rate hereunder for all or any portion of the period preceding an interest payment date shall be calculated by reference to this paragraph (as well as the preceding paragraph), the Company shall give written notice to the holder hereof on, or within 10 Business Days prior to, such interest payment date specifying in reasonable detail the calculation of the amount of interest payable on such interest payment date.”

Amendments to Existing Notes; Interest Rate. (a) Each of (i) the Existing Notes outstanding on the date hereof and (ii) the forms of Existing Notes attached as exhibits to the Existing Note Purchase Agreement is hereby amended, without any action required by any Person, to include (A) the phrase “subject to the next succeeding paragraph,” at the beginning of clause (a) of the first paragraph thereof and (B) to include the paragraph set forth below as the new second paragraph thereof: “The interest rate applicable to this Note at any time during the Covenant Relief Period (period commencing on January 1, 2019 to and only during the Covenant Relief Period) including December 31, 2019 shall be equal to the interest rate otherwise applicable to the Notes hereunder at such time plus (i) any increase resulting from the application of Section 3.2 of the Second Amending Agreement, if any, plus (ii) the number of Basis Points basis points per annum specified opposite the applicable level of the Consolidated Senior Leverage Ratio in the table belowbelow (calculated using the methodology for determining Consolidated EBITDA as provided in clause (ii) of Section 10.5(c) of the Note Purchase Agreement), calculated determined as of the last day of the then most recently ended fiscal quarter of the Company: Consolidated Senior Leverage Ratio Basis Points Per Annum less than or equal to 3:1 3.00:1.00 [Redacted] greater than 3:1 3.00:1.00 and less than or equal to 4:1 4.00:1.00 [Redacted] greater than 4:1 and less than or equal to 4.5:1 [Redacted] greater than 4.5:1 4.00:1.00 [Redacted] If, on the date an interest payment is due hereunder, the Company has not yet delivered its compliance certificate for the then most recently ended fiscal quarter in accordance with Section 7.2 of the Note Purchase Agreement setting forth its Consolidated Senior Leverage Ratio as of the last day of such fiscal quarter, then the interest payment due on such date shall be calculated without giving effect to this paragraph but paragraph, and any additional amount payable as the result of this paragraph shall be paid on the date of delivery of the compliance certificate in respect of such fiscal quarter (or the last date for delivery of such certificate if it shall not be delivered on or prior to such last date), as provided in Section 7.2(a) of the Note Purchase Agreement. If such compliance certificate is not delivered on the last date for delivery thereof, it shall be assumed that the Consolidated Senior Leverage Ratio as of the end of such fiscal quarter was greater than 4.5 4.00 to 11.00. If the interest rate hereunder for all or any portion of the period preceding an interest payment date shall be calculated by reference to this paragraph (as well as the preceding paragraph), the Company shall give written notice to the holder hereof on, or within 10 Business Days prior to, such interest payment date specifying in reasonable detail the calculation of the amount of interest payable on such interest payment date.”

Amendments to Existing Notes; Interest Rate. (a) Each of (i) the Existing Notes outstanding on the date hereof and (ii) the forms of Existing Notes attached as exhibits to the Existing Note Agreement is hereby amended, without any action required by any Person, to include (A) the phrase “subject to the next succeeding paragraph” at the beginning of clause (a) of the first paragraph thereof and (B) to include the paragraph set forth below as the new second paragraph thereof: “The interest rate applicable to this Note at any time during the Covenant Relief Period (and only during the Covenant Relief Period) shall be equal to the interest rate otherwise applicable to the Notes hereunder at such time plus (i) any increase resulting from the application of Section 3.2 of the Second First Amending Agreement, if any, plus (ii) the number of Basis Points per annum specified opposite the applicable level of the Consolidated Senior Leverage Ratio in the table below, calculated as of the last day of the then most recently ended fiscal quarter of the Company: Consolidated Senior Leverage Ratio Basis Points Per Annum less than or equal to 3:1 [Redacted] greater than 3:1 and less than or equal to 4:1 [Redacted] greater than 4:1 and less than or equal to 4.5:1 [Redacted] greater than 4.5:1 [Redacted] If, on the date an interest payment is due hereunder, the Company has not yet delivered its compliance certificate for the then most recently ended fiscal quarter in accordance with Section 7.2 of the Note Purchase Agreement setting forth its Consolidated Senior Leverage Ratio as of the last day of such fiscal quarter, the interest payment due on such date shall be calculated without giving effect to this paragraph but any additional amount payable as the result of this paragraph shall be paid on the date of delivery of the compliance certificate in respect of such fiscal quarter (or the last date for delivery of such certificate if it shall not be delivered on or prior to such last date), as provided in Section 7.2(a) of the Note Purchase Agreement. If such compliance certificate is not delivered on the last date for delivery thereof, it shall be assumed that the Consolidated Senior Leverage Ratio as of the end of such fiscal quarter was greater than 4.5 to 1. If the interest rate hereunder for all or any portion of the period preceding an interest payment date shall be calculated by reference to this paragraph (as well as the preceding paragraph), the Company shall give written notice to the holder hereof on, or within 10 Business Days prior to, such interest payment date specifying in reasonable detail the calculation of the amount of interest payable on such interest payment date.”