Contract
Exhibit
10.36
FIRST
AMENDMENT TO NOTE PURCHASE AGREEMENT
This
First 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 (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 to provide
that all monies deposited into the Collateral Account, as defined in the
Agreement, and all interest earned thereon, shall be applied toward incremental
principal prepayments and shall not be applied toward any required annual
principal payment or monthly interest payment due under Section 4.3 of the
Agreement. Unless otherwise indicated all capitalized terms in this Amendment
shall have the meanings attributed to them in the Agreement.
NOW,
THEREFORE, the parties wish to amend the Agreement as follows:
1. Section
4.7 of the Agreement is amended to read as follows: “4.7 Payments
from Collateral Account.
With
respect to monies deposited in the Collateral Account pursuant to Section 5.5,
Section
5.6,
Section
9.3
and
Section
9.4
hereof,
such monies, including any interest or earnings thereon, on deposit in the
Collateral Account shall be disbursed from the Collateral Account on each
Quarterly Payment Date as a separate incremental principal prepayment to
reduce
the outstanding principal balance of the Notes, subject to the applicable
Prepayment Premium, and shall not be deemed part of or applied toward any
required annual principal payment or monthly interest payment due under Section
4.3 hereof. All interest and earnings on such monies held in the Collateral
Account shall belong to Borrower and shall be applied as against the Notes
as
set forth above unless notice is given to the contrary by Borrower; provided,
if
an Event of Default exists, all such earnings and interest shall be disbursed
and applied in the same manner as the monies otherwise deposited into the
Collateral Account.”
2. 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:________________________,
2001
|
XXXX
XXXXXXX LIFE INSURANCE COMPANY,
a
corporation incorporated under the laws of the Commonwealth of
Massachusetts
By:________________________________________
Name:______________________________________
Title:_______________________________________
Date:___________________________,
2001
|
XXXX
XXXXXXX VARIABLE LIFE INSURANCE COMPANY,
a
corporation incorporated under the laws of the Commonwealth of
Massachusetts
By:________________________________________
Name:______________________________________
Title:_______________________________________
Date:_________________________,
2001
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