FINANCING AGREEMENT Dated as of December 11, 2012 by and among OTG MANAGEMENT, INC. and OTG CONSOLIDATED HOLDINGS, INC., as Parent Guarantors, OTG MANAGEMENT, LLC, as Borrower, THE OTHER PERSONS PARTY HERETO AS SUBSIDIARY GUARANTORS, THE LENDERS FROM...Financing Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
Financing Agreement, dated as of December 11, 2012, by and among OTG Consolidated Holdings, Inc., a Pennsylvania corporation (the “Parent”), OTG Management, Inc., a Pennsylvania corporation (“OTG”, and together with Parent, the “Parent Guarantors”), OTG Management, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary (as defined below) of the Parent and the Borrower signatory hereto as Subsidiary Guarantors or which becomes a Subsidiary Guarantor pursuant to Section 7.01(b)(i) hereof (each a “Subsidiary Guarantor”, and collectively, jointly and severally, the “Subsidiary Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and Highbridge Principal Strategies, LLC, a Delaware limited liability company (“Highbridge”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Coll
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
SECOND AMENDMENT, dated as of August 7, 2015 (this “Second Amendment”), to the Financing Agreement, dated as of December 11, 2012 (as amended by the First Amendment and as amended, restated, supplemented, modified or otherwise changed from time to time, the “Financing Agreement”), by and among OTG Consolidated Holdings, Inc., a Pennsylvania corporation (the “Parent”), OTG Management, Inc., a Pennsylvania corporation (“OTG”, and together with Parent, the “Parent Guarantors”), OTG Management, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Parent and the Borrower listed as a “Subsidiary Guarantor” on the signature pages thereto or which becomes a Subsidiary Guarantor (as defined in the Financing Agreement) pursuant thereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”, and together with the Parent Guarantors, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”),
OTG MANAGEMENT, LLC $100,000,000 ORIGINAL PRINCIPAL AMOUNT OF 15.00% NOTES DUE JUNE 11, 2018 NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 11, 2012Note Purchase Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
The undersigned, OTG Management, LLC, a Delaware limited liability company (the “Company”), hereby agrees with each Person named in the Purchaser Schedule attached hereto (herein called the “Purchasers”) as set forth below. Reference is made to Paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
FIRST AMENDMENT, dated as of January 2, 2014 (this “First Amendment”), to the Financing Agreement, dated as of December 11, 2012 (as amended, restated, supplemented, modified or otherwise changed from time to time, the “Financing Agreement”), by and among OTG Consolidated Holdings, Inc., a Pennsylvania corporation (the “Parent”), OTG Management, Inc., a Pennsylvania corporation (“OTG”, and together with Parent, the “Parent Guarantors”), OTG Management, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Parent and the Borrower listed as a “Subsidiary Guarantor” on the signature pages thereto or which becomes a Subsidiary Guarantor (as defined in the Financing Agreement) pursuant thereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”, and together with the Parent Guarantors, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Highbridge Principal Strategies, LLC (
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
FIRST AMENDMENT, dated as of January 2, 2014 (this "First Amendment") is entered into among OTG Management, LLC, a Delaware limited liability company (the "Company"), the Guarantors party hereto (the "Guarantors"), and each Person party hereto as a holder (collectively, "Holders" and each individually, a "Holder") with respect to the Note Purchase Agreement, dated as of December 11, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"), among the Company and each Person named in the Purchaser Schedule attached thereto.
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
SECOND AMENDMENT, dated as of August 7, 2015 (this “Second Amendment”) is entered into among OTG Management, LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto (the “Guarantors”), and each Person party hereto as a holder and which collectively constitute the Required Holders (collectively, “Holders” and each individually, a “Holder”) with respect to the Note Purchase Agreement, dated as of December 11, 2012 (as amended by the First Amendment and as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among the Company and each Person named in the Purchaser Schedule attached thereto.
