Common use of Description of Notes Clause in Contracts

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date April 8, 2013 at the rates rate of 15% and 2017% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 2022% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Notes Company will authorize the issue and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates sale of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the $29,000,000 aggregate original principal amount of its 13.75% Senior Secured Bridge Notes due April 28, 2000 (the Notes on a daily basis until such time as "Notes") to be dated the principal amount is paid off in full in cash in accordance with the terms date of this Agreementissue. Interest on each Note shall the Notes will accrue at the lower of (i) 13.75% per annum (as adjusted pursuant to the next succeeding sentence, the "Base Interest Rate") and (ii) the highest rate permitted by law (such lower amount being referred to as the "Interest Rate"), and will be compounded payable semi-annually on April 28th and October 28th of each year, commencing on October 28, 1998, and at maturity. On the twelve-month anniversary of the applicable Issuance Date for such Note Closing Date, and at the end of each subsequent one hundred eighty (180) day period, the Base Interest Rate will increase by 200 basis points, up to a maximum Base Interest Rate of 18.0%. The interest shall be payable at the option of the Company (x) in kind by the issuance to the holders thereof of separate promissory notes (each an "Interest Note," and, except as otherwise collectively, the "Interest Notes"), in each case having a principal amount equal to the amount of interest due and payable on such holder's outstanding Notes on such interest payment date, or (y) in cash; provided that -------- the Company will only be entitled to pay such interest in this Agreementcash if it has irrevocably notified in writing the holders of the Notes of its intention to make a cash interest payment at least ten (10) Business Days before the relevant interest payment date, it being agreed that payment in kind via Interest Notes is the default interest payment method in the absence of such notice. Interest on Interest Notes shall accrue at the same Interest Rate per annum and shall be added at such to, and thereafter be a part payable in kind by the issuance of and treated additional Interest Notes or in cash as principal of provided above on the applicable Notes (regardless of whether evidenced by a Note)same date as interest is payable in kind or in cash as provided above on the Notes. The unpaid principal and balance of all Notes (including Interest Notes), together with accrued but unpaid interest thereon, shall be due and payable in cash on the earliest stated date of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion maturity of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Company will authorize the issue and sale of $125,000,000 aggregate principal amount of its 15.0% Senior Subordinated Notes and due June 7, 2014 (the Contingency Funding Notes shall “Notes”) to be dated the Closing Date, to bear interest (computed on the basis of a year of 360 days and twelve 30-day months) from the applicable Issuance Date such date at the rates rate of 15% and 2015.0% per annum, respectively; providedpayable quarterly in arrears on March 31st, howeverJune 30th, that September 30th and December 31st (each, an “Interest Payment Date”) (commencing June 30, 2006) through PIK Notes and in full in cash on the Maturity Date and to be substantially in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion form attached hereto as Exhibit A. The entire amount of the principal or interest for which interest has not been payable on each Interest Payment Date on the Notes may be paid when due or such portion through the issuance of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annumadditional Notes (“PIK Notes”), in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of which is equal to the interest then due (PIK Notes on a daily basis until shall substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith and, after issuance thereof, any such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each PIK Note shall be compounded annually a “Note”). Notwithstanding the foregoing, the Company shall pay interest on the Notes in cash by wire transfer of immediately available funds to an account designated in writing by the holder (i) on each anniversary Interest Payment Date following the Payment in Full of the applicable Issuance Date for such Note Senior Debt and, except as otherwise provided in this Agreementto the extent permitted under the Senior Loan Documents, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Maturity Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (cii) at the occurrence option of the Company, if permitted by the Senior Loan Documents, on each Interest Payment Date prior to the Senior Debt Maturity Date. During the continuance of an Event of Default under Section 6.1(a), 6.1(c) or 6.1(d) or the failure to comply with Section 5.6(b) or 5.10(b), as applicable hereunder, the Notes will bear a default rate of interest (provided, however, that in computed on the case basis of an 360 days and twelve 30-day months) from the date of occurrence of such Event of Default listed or compliance failure at the rate of 17.0% per annum or as otherwise provided in Section 8.3(b)1.4, Section 8.8, or Section 8.9, the unpaid principal and accrued such interest shall accrue and be due payable (through the issuance of PIK Notes or, to the extent permitted under the Senior Loan Documents, in cash) on the Interest Payment Dates and payable only upon in full in cash on the written demand of the Majority Lenders) Maturity Date (the earlier to occur of (a)-(c), the “Maturity DateDefault Rate”). Interest shall be determined in all instances based upon a 365-day year (The Notes are not subject to prepayment or 366 days redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form amounts set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder in Section 1 of a Note upon presentment of such original Notesthis Agreement. If any payment on The terms which are capitalized herein shall have the Notes becomes due and payable on a day other than a day on which commercial banks meanings set forth in New York, New York and London, England are open for Annex A unless the transaction of normal business (a “Business Day”), the maturity thereof context shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extensionotherwise require.

Description of Notes. The Base Funding Company will authorize the issue and sale of (a) $25,100,000 in aggregate principal amount of its 14.0% Senior Subordinated Notes due July 31, 2012 to be dated the Closing Date (the “Original Notes”), (b) $10,000,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated the Ninth Amendment Effective Date (the “Sponsor Notes”), (c) up to $2,500,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated after the Ninth Amendment Effective Date pursuant to the Capital Call Agreement and issued to the Sponsor Purchasers (the “Capital Call Notes”) and (d) $125,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated on or after the Ninth Amendment Effective Date and issued to the Bonus Note Purchaser (the “Bonus Notes” and, collectively with the Original Notes, the Sponsor Notes and the Contingency Funding Capital Call Notes, the “Notes”). The Original Notes (in the form attached hereto as Exhibit A) shall bear interest from the Closing Date until the Ninth Amendment Effective Date at the rates in effect immediately prior to the Ninth Amendment Effective Date and otherwise in accordance with the terms and conditions contained therein, and the Notes shall bear interest from the applicable Issuance Ninth Amendment Effective Date until the Maturity Date at the rates rate of 15% and 2017.0% per annum. In each case, respectivelysuch interest shall be computed on the basis of a year of 360 days and twelve 30-day months and payable quarterly in arrears on March 31st, June 30th, September 30th and December 31st (each, an “Interest Payment Date”) (commencing March 31, 2006). On each Interest Payment Date occurring during the period commencing on the Ninth Amendment Effective Date and continuing through December 31, 2010, the entire amount of the interest payable on the Notes shall be paid through an increase in the principal amount of the Notes; provided, however, that if during such period (a) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than or equal to 2.50 to 1.00 and (b) the Fixed Charge Coverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be higher than 1.10 to 1.00, interest payable on the Notes in the event that amount of twelve percent (12%) must be paid in cash and interest payable on the Issuer defaults Notes in the amount of five percent (5%) may, at the Company’s option, be paid either (i) in cash or (ii) through an increase in the principal amount of the Notes. On each Interest Payment Date occurring on or after January 1, 2011 interest payable on the Notes in the amount of twelve percent (12%) must be paid in cash and interest payable on the Notes in the amount of five percent (5%) may, at the Company’s option, be paid either (i) in cash or (ii) through an increase in the principal amount of the Notes. At any payment of interest or principal on any Note when time after the same becomes due and payableNinth Amendment Effective Date, the portion Company shall have the option, in its sole discretion, to pay the entire amount of the interest payable on the Notes on each Interest Payment Date, through an increase in the principal or interest for which interest has not been paid when due or such portion amount of the principal or Notes, such interest which has not been paid when due shall bear interest to accrue at the a rate of 20% per annum, in seventeen percent (17%) on the case aggregate principal amount of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on Any such increase in the principal amount of the Notes pursuant to this Section 1.1 shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually. Notwithstanding the foregoing, the Company shall pay interest on the Notes in cash by wire transfer of immediately available funds to an account designated in writing by the holder (i) on each Interest Payment Date following the payment in full, and termination of all commitments to lend, of the Senior Debt and on the Maturity Date, and (ii) at the option of the Company, if permitted by the Senior Loan Documents, on each Interest Payment Date prior to the Senior Debt Maturity Date. Furthermore, on any Interest Payment Date, commencing with the first Interest Payment Date following the fifth anniversary of the Closing Date, if the aggregate amount which would be includible in income of the holders of the Original Notes for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (x) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under the Original Notes on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date under this Section 1.1) and (y) the product of (a) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Original Notes and (b) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Original Notes (such sum, the “Maximum Accrual”), then the Company shall pay to the holders of the Original Notes in cash an aggregate amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual; provided, that such payment is then permitted under the Senior Credit Agreement. During the continuance of an Event of Default, the Notes will, to the extent permitted by law, bear a daily default rate of interest (computed on the basis until of 360 days and twelve 30-day months) from the date of occurrence of such time as Event of Default at the principal amount is paid off rate of 2.0% per annum in excess of the then prevailing interest rate on the Notes at such time, payable in cash on demand and at maturity in full in cash in accordance with (the “Default Rate”). The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts set forth in Section 1 of this Agreement. Interest on each Note The terms which are capitalized herein shall be compounded annually on each anniversary of have the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form meanings set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on in Annex A unless the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Daycontext shall otherwise require.”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates rate of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable)A hereto, reflecting such amended term, term to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Notes and shall be dated the Contingency Funding Notes Closing Date, shall bear interest from the applicable Issuance Date such date at the rates rate of 15% and 2011.12% per annumannum prior to maturity, respectively; providedpayable monthly on the first day of each calendar month commencing April 1, however1994, that in and at maturity, to bear interest on overdue principal (including any overdue required or optional prepayment), premium, if any, and (to the event that the Issuer defaults in any payment of interest or principal extent legally enforceable) on any Note when the same becomes due and payable, the portion overdue installment of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 2013.12% per annum, shall be expressed to mature on December 1, 2000 and to be substantially in the case form attached as Exhibit A. Provided, however, that as long as (1) the Company is not in default of this Note Agreement and has a Consolidated Adjusted Net Worth that equals or exceeds $15,000,000 (as evidenced by delivery to Purchaser by Company of a certificate required under Section 6.6) and (2) the Base Funding Notesannual rate of interest on all money loaned to the Company by NBD under the New Facility Note (or any replacement facility) does not exceed the Prime Rate, or 25as defined in the original Amended and Restated Credit Agreement and Amendment to Term Loan Agreement, dated as of January 26,1996, between the Company and NBD (the "New Bank Agreement"), then the Notes shall bear interest at a rate of 10.87% per annum, in payable monthly on the case first day of the Contingency Funding Notes. Interest shall accrue calendar month, commencing on the principal amount first day of the Notes on a daily basis calendar month following the month in which the Company fulfills all the above conditions until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary any of the applicable Issuance Date for such Note andabove conditions are not met. If above conditions are not met, except as otherwise provided in this Agreementthen the interest rate shall revert to 11.12% or 13.12%, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note)whichever is applicable. The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding Notwithstanding anything to the contrary contained herein or in the Notes, the July, 1996 Payment (as defined in Section 2.1) shall earn interest at a rate of 13.12% per annum from February 1, 1996 until paid in full. Each required prepayment of principal shall be considered to be overdue if it is not paid on its due date notwithstanding any Forbearance Default. The term "Notes" as used herein shall include each Amended and Restated Note issued delivered pursuant to this Agreement (the Original "Agreement") and each Note delivered in substitution or exchange therefor and, where applicable, shall include the singular number as well as the plural. Any reference to the Purchaser in this Agreement shall in all instances be deemed to include any nominee of the Purchaser or any separate account or other person on whose behalf the Purchaser has acquired the Notes and any Person to whom a Note is assigned. Concurrently with the execution and delivery to it of the Notes, each of the 1990 Notes shall be marked by Purchaser with the following legend: "This Note has been amended and, as amended, restated by a promissory note executed pursuant to an Amended and Restated Note Agreement, (i) each such Note shall be deemed amended to provide that clause (a) dated as of March 24, 1994, executed by Hurco Companies, Inc. and the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extensionpayee hereof."

Description of Notes. The Base Funding Notes and As of the Contingency Funding Notes shall bear interest from the applicable Issuance Effective Date at the rates of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable(as defined herein), the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Original Notes on a daily basis until such time as the principal amount is paid off in full in cash are hereby amended and restated in accordance with the terms of this AgreementAgreement (such Original Series A Notes, as so amended and restated, the "SERIES A NOTES" and such Original Series B Notes, as so amended and restated, the "SERIES B NOTES, and together with the Series A Notes, the "NOTES"). Interest on As a result, each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, Series A Notes and thereafter be a part of and treated as principal of the applicable Series B Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, is (i) each such Note shall to be deemed amended to provide that clause (a) dated as of the definition of “Maturity Date” shall be June 9, 2016date hereof, (ii) to bear interest from (and including) the Original Issuance Date (as defined herein) to (but excluding) the date of repayment in full of all amounts due thereunder, at the rates of 6.96% and 7.29% per annum, respectively, payable on the 15th day of the months of April and October each such Note year (commencing October 15, 1996) and at maturity; PROVIDED, HOWEVER, that if, at any time on or after the date hereof any of the Notes shall not be deemed amended rated at least BBB by Duff & Phelxx (xx being understood and agreed that (x) a rating of BBB- is lower than a rating of BBB and (y) the withdrawal, discontinuance or absence of a rating of any of the Notes by Duff & Phelxx xxxll be deemed, for these purposes, to provide be the equivalent of a rating that is lower than BBB), the subordination legend rates of interest shall instead be deleted7.06% and 7.39% per annum, respectively, for the period during which the Notes shall not be rated at least BBB by Duff & Phelxx, (xii) to bear interest on overdue principal (whether by acceleration or otherwise and including any overdue prepayment of principal), premium, if any, and installments of interest at the Overdue Rate until paid, (iv) to mature on April 15, 2001, and April 15, 2003, respectively, and (iiiv) the Issuer shall promptly issue replacement notes, to be substantially in the form set forth on forms attached hereto as Exhibit A-1 or A and Exhibit A-2 hereto (as applicable)B, reflecting such amended term, to each holder of a Note upon presentment of such original Notesrespectively. If any payment Interest on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended computed on the basis of a 360-day year of twelve 30-day months. The Notes are subject to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable prepayment at the then applicable rate during such extensionoption of the Company prior to their stated maturity date on the terms and conditions set forth in Section 2 and in the Notes. The Notes are also subject to prepayment at each holder's option prior to their stated maturity date on the terms and conditions set forth in Section 2 and in the Notes.

Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates rate of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Prior Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable)A hereto, reflecting such amended term, term to each holder of a Note upon presentment of such original Notes. If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

Description of Notes. The Base Funding Company will authorize the issue and sale of $25,100,000 aggregate principal amount of its 14.0% Senior Subordinated Notes and due July 31, 2012 (the Contingency Funding Notes shall “Notes”) to be dated the Closing Date, to bear interest (computed on the basis of a year of 360 days and twelve 30-day months) from the applicable Issuance Date at the rates of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest date at the rate of 2014.0% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this AgreementSection 1.1, payable quarterly in arrears on March 31st, June 30th, September 30th and December 31st (each, an “Interest Payment Date”) (commencing March 31, 2006) in the form attached hereto as Exhibit A. From the Closing Date to the second anniversary thereof, interest payable on the Notes shall be added at such to, and thereafter be a part consist of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and i) 7% payable in cash on each Interest Payment Date and (ii) at the earliest option of the Company, the remaining 7% payable on each Interest Payment Date on the Notes either (a) June 9, 2016, in cash or (b) through an increase in the Redemption principal amount of the Notes, which increase shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually. From and after the second anniversary of the Closing Date, interest payable on each Interest Payment Date on the Notes in the amount of twelve (12%) percent must be paid in cash and interest payable on each Interest Payment Date in the amount of two (2%) percent may, at the Company’s option, be paid either (a) in cash or (b) through an increase in the principal amount of the Notes, which increase shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, but in no event more frequently than annually. At any time after the Closing Date, the Company shall have the option, in its sole discretion, to pay the entire amount of the interest payable on the Notes on each Interest Payment Date through an increase in the principal amount of the Notes, which increase shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually; provided, however, in such case, the interest payable on each Interest Payment Date on the Notes shall be increased to a rate of sixteen (16%) percent on the aggregate outstanding principal amount, and provided, further, that the Management Fee payable under Section 5.7(d) hereof shall not be paid in cash but shall accrue during such time period when the Company has elected this 16% option. Notwithstanding the foregoing, the Company shall pay interest on the Notes in cash by wire transfer of immediately available funds to an account designated in writing by the holder (i) on each Interest Payment Date following the payment in full, and termination of all commitments to lend, of the Senior Debt and on the Maturity Date, and (ii) at the option of the Company, if permitted by the Senior Loan Documents, on each Interest Payment Date prior to the Senior Debt Maturity Date. Furthermore, on any Interest Payment Date, commencing with respect to all or any portion the first Interest Payment Date following the fifth anniversary of the Closing Date, if the aggregate amount which would be includible in income of the holders of the Notes required for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (x) the aggregate amount of interest to be redeemed paid (within the meaning of Section 163(i) of the Code) under the Notes on or before such Interest Payment Date (determined without regard to the amounts payable on such date Interest Payment Date under this Section 1.1) and (y) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Notes and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the terms Code) of this the Notes (such sum, the “Maximum Accrual”), then the Company shall pay to the holders of the Notes in cash an aggregate amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual, provided, that such payment is then permitted under the Senior Credit Agreement, and (c) . During the occurrence continuance of an Event of Default Default, the Notes will, to the extent permitted by law, bear a default rate of interest (provided, however, that in computed on the case basis of an 360 days and twelve 30-day months) from the date of occurrence of such Event of Default listed at the rate of 2.0% per annum in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand excess of the Majority Lenders) then prevailing interest rate on the Notes at such time, payable in cash on demand and at maturity in full in cash (the earlier to occur of (a)-(c), the “Maturity DateDefault Rate”). Interest shall be determined in all instances based upon a 365-day year (The Notes are not subject to prepayment or 366 days redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date. Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form amounts set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder in Section 1 of a Note upon presentment of such original Notesthis Agreement. If any payment on The terms which are capitalized herein shall have the Notes becomes due and payable on a day other than a day on which commercial banks meanings set forth in New York, New York and London, England are open for Annex A unless the transaction of normal business (a “Business Day”), the maturity thereof context shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extensionotherwise require.