Senior Subordinated Secured Note and Warrant Purchase Agreement Sample Contracts

AMENDMENT NO. 2 TO SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT
Senior Subordinated Secured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts

This Amendment No. 2 effective as of August 18, 2004 (“Amendment No. 2”) amends that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of November 26, 2002 (as amended and in effect from time to time, the “Purchase Agreement”), by and among SoftBrands, Inc., a Delaware corporation (the “Company”), its Significant Subsidiaries (as defined in the Purchase Agreement) (collectively, the “Borrowers”) and Capital Resource Partners IV, L.P. (the “Purchaser”).

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AMENDMENT NO. 3 TO SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT
Senior Subordinated Secured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts

This Amendment No. 3 effective as of September 30, 2004 (this “Amendment No. 3”) amends that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of November 26, 2002 (as so amended and in effect from time to time, the “Purchase Agreement”), by and among SoftBrands, Inc., a Delaware corporation (the “Company”), its Significant Subsidiaries (as defined in the Purchase Agreement) (collectively, the “Borrowers”) and Capital Resource Partners IV, L.P. (the “Purchaser”).

SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT among SOFTBRANDS, INC. and certain of its SUBSIDIARIES and CAPITAL RESOURCE PARTNERS IV, L.P., Dated as of November 26, 2002
Senior Subordinated Secured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts

SoftBrands, Inc., a Delaware corporation, hereby agrees with Capital Resource Partners IV, L.P., a Delaware limited partnership, as follows:

ECOLLEGE.COM Denver, Colorado 80237 Dated as of May 30, 2004
Senior Subordinated Secured Note and Warrant Purchase Agreement • March 31st, 2005 • Ecollege Com • Services-educational services • Massachusetts

This Amendment No. 1 to Senior Subordinated Secured Note and Warrant Purchase Agreement (this “Amendment”) is made as of the date written above by and among eCollege.com (the “Company”), a Delaware corporation, eCollege International, Inc. (the “eCollege Sub”), a Colorado corporation, and Capital Resource Partners IV, L.P. (“CRP”), a Delaware limited partnership. Reference is made to that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of October 31, 2003 (the “Purchase Agreement”).

AMENDMENT NO. 1 TO SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT
Senior Subordinated Secured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts

This Amendment No. 1 effective as of September 30, 2003 (this “Amendment No 1”) amends that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of November 26, 2002 (as so amended and in effect from time to time, the “Purchase Agreement”), by and among SoftBrands, Inc., a Delaware corporation (the “Company”), its Significant Subsidiaries (as defined in the Purchase Agreement) (collectively, the “Borrowers”) and Capital Resource Partners IV, L.P. (the “Purchaser”).

ECOLLEGE.COM Denver, Colorado 80237 Dated as of December 28, 2004
Senior Subordinated Secured Note and Warrant Purchase Agreement • March 31st, 2005 • Ecollege Com • Services-educational services • Massachusetts

This Amendment No. 2 to Senior Subordinated Secured Note and Warrant Purchase Agreement (this “Amendment”) is made as of the date written above by and among eCollege.com (the “Company”), a Delaware corporation, eCollege International, Inc. (the “eCollege Sub”), a Colorado corporation, and Capital Resource Partners IV, L.P. (“CRP”), a Delaware limited partnership. Reference is made to that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of October 31, 2003, as amended by Amendment No. 1 to Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of May , 2004 (collectively, the “Purchase Agreement”).

SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT among ECOLLEGE.COM, ECOLLEGE INTERNATIONAL, INC. AND CAPITAL RESOURCE PARTNERS IV, L.P. Dated as of October 31, 2003
Senior Subordinated Secured Note and Warrant Purchase Agreement • December 2nd, 2003 • Ecollege Com • Services-educational services • Massachusetts

eCollege.com, a Delaware corporation (the "Company"), and eCollege International, Inc. (the "eCollege Sub"), a Colorado corporation, hereby agree with Capital Resource Partners IV, L.P. ("CRP"), a Delaware limited partnership, and each of those Persons who shall join in and become a party to this Agreement as a Subsidiary by executing and delivering to the Company an Instrument of Accession in the form attached hereto as Schedule 7.01(n), as follows:

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