Contract
Exhibit
10.37
SECOND
AMENDMENT TO NOTE PURCHASE AGREEMENT
This
Second Amendment to Note Purchase Agreement (the “Amendment”)
is
entered into by and among Xxxx Resources, a Delaware limited partnership
(“Borrower”),
Xxxx
Xxxxxxx Life Insurance Company, a Massachusetts corporation, and Xxxx Xxxxxxx
Variable Life Insurance Company, a Massachusetts corporation (Xxxx Xxxxxxx
Life
Insurance Company and Xxxx Xxxxxxx Variable Life Insurance Company are
individually and collectively referred to herein as “Note
Holders”).
RECITALS
Borrower
and Note Holders previously entered into that certain Note Purchase Agreement
dated March 29, 2001, as amended by instrument dated October 24, 2001 (the
"Agreement"),
in
connection with the sale and purchase of certain Class A Fixed Rate Senior
Secured Notes all dated March 29, 2001, in the aggregate principal amount
of
$30,000,000. Borrower and Note Holders wish to amend the Agreement in certain
respects. Unless otherwise indicated all capitalized terms in this Amendment
shall have the meanings attributed to them in the Agreement.
NOW,
THEREFORE, the parties agree as follows:
1. Section
8.14 of the Agreement is amended to read as follows: “8.14 Debt
to Total Capitalization.
Debt to
Total Capitalization shall not exceed fifty percent (50%), based on the greater
of: a) book value of partners’ capital, or b) Borrower’s closing Unit Price at
the end of each quarter multiplied by the number of units outstanding, so
long
as Borrower is publicly traded.”
2. The
definition of Total Capitalization in Annex II of the Agreement is hereby
amended to read as follows: “Total
Capitalization
- means
Debt, plus the greater of: a) book value of partners’ capital, or b) Borrower’s
closing Unit Price at the end of each quarter in question, multiplied by
the
number of units outstanding.”
3. As
amended herein, the Agreement is hereby confirmed and reaffirmed by Borrower
and
Note Holders and shall remain in full force and effect.
IN
WITNESS WHEREOF, Borrower and Note Holders have executed this Amendment as
of
the date(s) written below.
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XXXX
RESOURCES, A DELAWARE LIMITED PARTNERSHIP,
a
Delaware limited partnership,
By: Xxxx
MGP, Inc., a Delaware corporation, its managing partner
By:__________________________________________
Name:________________________________________
Title:_________________________________________
Date:________________________,
2003
|
XXXX
XXXXXXX LIFE INSURANCE COMPANY,
a
corporation incorporated under the laws of the Commonwealth of
Massachusetts
By:________________________________________
Name:______________________________________
Title:_______________________________________
Date:___________________________,
2003
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XXXX
XXXXXXX VARIABLE LIFE INSURANCE COMPANY,
a
corporation incorporated under the laws of the Commonwealth of
Massachusetts
By:________________________________________
Name:______________________________________
Title:_______________________________________
Date:_________________________,
2003
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