Senior Subordinated Note Purchase Agreement Sample Contracts

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SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • August 2nd, 2006 • Rand Logistics, Inc. • Water transportation • New York
ARTICLE I DEFINITIONS
Senior Subordinated Note Purchase Agreement • March 17th, 2003 • Matlinpatterson Global Opportunities Partners Lp • Broadwoven fabric mills, man made fiber & silk • New York
EX-10.31 6 dex1031.htm FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • May 5th, 2020 • New York

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “First Amendment”) is entered into as of January 18, 2006 among (i) The Royal Bank of Scotland PLC (“RBOS”), acting in its capacity as the sole current Lender and as Agent for the Lender pursuant to the hereinafter referenced Note Purchase Agreement; and (ii) Opinion Research Corporation, a Delaware corporation, MACRO International, Inc., a Delaware corporation, Social and Health Services, Ltd., a Maryland corporation, ORC Holdings, Ltd., an English company, O.R.C. International Ltd., an English company, and any other “Borrower” party to the Note Purchase Agreement from time to time (the “Borrowers”).1 Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

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Senior Subordinated Note Purchase Agreement • December 4th, 2006 • Compbenefits Corp • Hospital & medical service plans • New York
CONSENT AND MODIFICATION OF SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND TRANCHE B NOTES
Senior Subordinated Note Purchase Agreement • March 31st, 2011 • International Textile Group Inc • Textile mill products • New York

This CONSENT AND MODIFICATION OF SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND TRANCHE B NOTES (this “Modification”) is dated as of August 12, 2010 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Modification shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT BETWEEN CHURCHILL CAPITAL PARTNERS IV, L.P. AND PW EAGLE, INC.
Senior Subordinated Note Purchase Agreement • March 29th, 2005 • Pw Eagle Inc • Miscellaneous plastics products • Minnesota

THIS SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of the 25th day of October, 2004, by and between CHURCHILL CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Note Purchaser”), and PW EAGLE, INC., a Minnesota corporation (the “Company”).

AMENDMENT NO. 4 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • May 12th, 2011 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 4 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment) is dated as of March 16, 2011 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • March 11th, 2011 • Princeton Review Inc • Services-educational services • New York

THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of March 9, 2011, by and among The Princeton Review, Inc., a Delaware corporation (“TPR”), Penn Foster, Inc., a Pennsylvania corporation (“PF”, and together with TPR, collectively, the “Issuer”), the guarantors party hereto (the “Guarantors”) and the Purchasers party hereto (the “Purchasers”).

INTERNATIONAL TEXTILE GROUP, INC. SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF JUNE 6, 2007 $80,000,000 18.00% SENIOR SUBORDINATED NOTES DUE JUNE 6, 2011
Senior Subordinated Note Purchase Agreement • June 12th, 2007 • International Textile Group Inc • Motor vehicle parts & accessories • New York

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of June 6, 2007, among International Textile Group, Inc., a Delaware corporation (the “Company”) and each of the Purchasers set forth in Schedule A. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT dated as of November 1, 1996 among HANGER ORTHOPEDIC GROUP, INC. and The Purchasers listed on the signature pages hereof
Senior Subordinated Note Purchase Agreement • February 7th, 1997 • Chase Venture Capital Associates L P • Orthopedic, prosthetic & surgical appliances & supplies • New York
FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York

THIS FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party hereto (the “Purchasers”).

AMENDED AND RESTATED THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND WAIVER AGREEMENT
Senior Subordinated Note Purchase Agreement • March 13th, 2012 • MModal Inc. • Services-computer processing & data preparation • New York

THIS AMENDED AND RESTATED THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND WAIVER AGREEMENT (this “Amendment”) is entered into as of March 7, 2012 by and among MModal CB Inc. (f/k/a CBay Inc.), a Delaware corporation, MModal MQ Inc. (f/k/a Medquist Inc.), a New Jersey corporation, MModal Services, Ltd. (f/k/a Medquist Transcriptions, Ltd.), a New Jersey corporation (collectively, the “Issuers”), MModal Inc. (f/k/a MedQuist Holdings Inc.), a Delaware corporation (“Holdings”), BlackRock Kelso Capital Corporation (“BKC”), PennantPark Investment Corporation (“Pennant”), Citibank, N.A. (“Citibank”), and THL Credit, Inc. (“THL” and, together with BKC, Pennant, and Citibank, the “Purchasers”).

AMENDMENT NO. 7 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • August 11th, 2011 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 7 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of June 17, 2011 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement as amended hereby (as hereinafter defined).

AMENDMENT NO. 5 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • May 12th, 2011 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 5 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of March 30, 2011 (the “Fifth Amendment Effective Date”) by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York

THIS FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of December 21, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party hereto (the “Purchasers”).

AMENDMENT NO. 3 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • March 25th, 2010 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 3 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of December 22, 2009 (the “Third Amendment Effective Date”) by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • June 6th, 2008 • Digitalglobe Inc • Communications services, nec • New York

Each of DigitalGlobe, Inc., a Delaware corporation (the “Company”), and the Subsidiary Guarantors from time to time party hereto agrees with each of the purchasers whose names appear at the end hereof (each, together with its permitted assigns and transferees, a “Purchaser” and, collectively, the “Purchasers”) as follows:

SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • August 14th, 2006 • Opinion Research Corp • Services-engineering, accounting, research, management • New York

THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Second Amendment”) is entered into as of May 24, 2006 among (i) The Royal Bank of Scotland PLC (“RBOS”), acting in its capacity as the sole current Lender and as Agent for the Lender pursuant to the hereinafter referenced Note Purchase Agreement; and (ii) Opinion Research Corporation, a Delaware corporation, MACRO International, Inc., a Delaware corporation, Social and Health Services, Ltd., a Maryland corporation, ORC Holdings, Ltd., an English company, O.R.C. International Ltd., an English company, and any other “Borrower” party to the Note Purchase Agreement from time to time (the “Borrowers”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • April 29th, 2010 • Princeton Review Inc • Services-educational services • New York

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 23, 2010, by and among The Princeton Review, Inc., a Delaware corporation (“Issuer”), the guarantors party hereto (the “Guarantors”) and the Purchasers party hereto (the “Purchasers”).

AMENDMENT NO. 2 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • December 31st, 2008 • International Textile Group Inc • Motor vehicle parts & accessories • New York

This AMENDMENT NO. 2 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of December 24, 2008 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

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AMENDMENT NO. 6 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • August 11th, 2011 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 6 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of May 23, 2011 (the “Sixth Amendment Effective Date”) by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

AMENDMENT NO. 8 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • August 11th, 2014 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 8 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of June 30, 2014 (the “Eighth Amendment Effective Date”) by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

AMENDMENT NO. 9 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • November 6th, 2014 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 9 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is dated as of August 27, 2014 (the “Ninth Amendment Effective Date”) by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

CONSENT AND MODIFICATION OF SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND TRANCHE B NOTES
Senior Subordinated Note Purchase Agreement • November 12th, 2010 • International Textile Group Inc • Textile mill products • New York

This CONSENT AND MODIFICATION OF SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT AND TRANCHE B NOTES (this “Modification”) is dated as of August 12, 2010 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Modification shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • July 12th, 2011 • MedQuist Holdings Inc. • Services-computer processing & data preparation • New York

This SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 11, 2011 (this “Second Amendment”), is entered into among CBay Inc., a Delaware corporation (“CBay”), MedQuist Inc., a New Jersey corporation (“MedQuist”), MedQuist Transcriptions, Ltd., a New Jersey corporation (“MedQuist Transcriptions”, and together with CBay and MedQuist, the “Issuers”), MedQuist Holdings Inc., a Delaware corporation (“Holdings”), MedQuist, as Issuer Representative, BlackRock Kelso Capital Corporation (“BKC”), PennantPark Investment Corporation (“Pennant”), Citibank, N.A. (“Citibank”), and THL Credit, Inc. (“THL” and together with BKC, Pennant, Citibank and the other Purchasers from time to time parties hereto, collectively, the “Purchasers”).

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 7, 2009 AMONG THE PRINCETON REVIEW, INC., AS ISSUER THE GUARANTORS PARTY HERETO AND THE PURCHASERS PARTY HERETO
Senior Subordinated Note Purchase Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York

This Senior Subordinated Note Purchase Agreement and the Obligations (as hereinafter defined) evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Subordination Agreement”) dated, as of December 7, 2009 among the Issuer (as hereinafter defined), the Guarantors (as hereinafter defined), each other Person who becomes a Guarantor or Issuer hereunder, the Purchasers (as hereinafter defined), and General Electric Capital Corporation, as agent, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of Obligations, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

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