Note Purchase Agreement Amendments. The Existing Note Agreement is hereby and shall be amended in the manner specified in Exhibit D to this Agreement.
Note Purchase Agreement Amendments. Subject to the satisfaction of the conditions set forth in Section 5, the Existing Note Purchase Agreement is hereby and shall be amended in the manner specified in Exhibit A to this Agreement (the "AMENDMENTS").
Note Purchase Agreement Amendments. The Agent shall have received duly executed copies of amendments to the 2003 Note Purchase Agreement and the 2005 Note Purchase Agreement, in each case, in form and substance reasonably satisfactory to the Agent.
Note Purchase Agreement Amendments. As of the Effective Date, the Note Purchase Agreement is hereby amended in the manner specified in Annex B attached hereto (the “Note Purchase Agreement Amendments”).
Note Purchase Agreement Amendments. 1. Section 3.2 (Subsequent Closings). Clause (b) of Section 3.2 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows: “In addition, Magnetar Financial LLC and its affiliates (“Magnetar”) shall, solely with the prior written consent of the Company, have the right to purchase additional Notes, in one or more transactions, and the Company shall issue and sell such additional Notes to Magnetar, in return for Consideration in the aggregate amount of up to $25,000,000, such right to be exercisable by Magnetar, solely with the prior written consent of the Company, until the Extension Date (as such term is defined in the Amendment to this Agreement dated February 9, 2022) (each, an “Optional Closing”, and together with the Second Closing, a “Subsequent Closing”); provided that the aggregate amount of Consideration paid to the Company in exchange for such additional Notes at the Optional Closing(s), together with the Notes issued at the Initial Closing and the Second Closing, does not exceed $100,000,000. Any subsequent purchasers of Notes at an Optional Closing shall become a party to, and shall be entitled to receive, Notes in accordance with this Agreement. Each Optional Closing shall take place at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes. The date of the Initial Closing, the Second Closing and any Subsequent Closing (each, a “Closing”) are each referred to herein as a “Closing Date.”” Exhibit D Form of Subordination Agreement [Attached.] SUBORDINATION AGREEMENT This Subordination Agreement, made as of _________, 20___ (this “Agreement”), is among the Persons designated as subordinated creditors on Schedule 1 attached hereto (each individually a “Subordinated Creditor” and collectively the “Subordinated Creditors”), the Persons set forth on Schedule 2 attached hereto (the “Senior Creditors”), Magnetar Financial LLC, as representative of the Senior Creditors (the “Representative”), and Appgate Cybersecurity, Inc. (f/k/a Cyxtera Cybersecurity, Inc. d/b/a AppGate), a Delaware corporation (the “Borrower”). Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to such terms in the Note Issuance Agreement (as defined below).
Note Purchase Agreement Amendments. Lender's obligation to make any of the Loans is conditioned upon the receipt by Lender of evidence that certain amendments, acceptable to Lender in its sole discretion, to the Note Purchase Agreement have been completed.
Note Purchase Agreement Amendments. A. The cover page to the Note Purchase Agreement and Sections 1.1 and 1.3(d) and (e) thereof are amended by deleting each reference therein to "27,000,000" and substituting in lieu thereof "$37,000,000."
