Amendment to Notes. (a) In connection with and in consideration of the waivers and amendments set forth above, from and after the date hereof, Section 2(a) of each Note is hereby amended so that the Company promises to pay interest on the Accreted Principal Amount (as defined in the Notes) of such Note at the rate of thirteen and three-quarters percent (13.75%) per annum (“Interest Rate”) on the same dates and on the same conditions as set forth in the Notes and three and three-quarters percent (3.75%) per annum of the Interest Rate shall constitute the PIK Amount; provided, however, if the Total Leverage Ratio exceeds 5.5 to 1.0, the Interest Rate then in effect shall be increased by one-half of one percent (0.50%) (with such increase to be added to the PIK Amount) until the second day following receipt of the financial statements and certificates required by Sections 8.1(a)(i) or 8.1(a)(ii) and 8.1(a)(iv) of the Purchase Agreement indicating that the Total Leverage Ratio no longer exceeds 5.5 to 1.0. Notwithstanding the foregoing, (x) from the date hereof to the date of the delivery of the financial statements and certificates required by Sections 8.1(a)(i) or 8.1(a)(ii) and 8.1(a)(iv) of the Purchase Agreement for the fiscal period ended at least three months after the date the covenants in Section 6 of the Permanent Waiver and Amendment are satisfied and (y) at all times during which the Issuer Parties have failed to deliver the financial statements and certificates required by Sections 8.1(a)(i) or 8.1(a)(ii) and 8.1(a)(iv), respectively, the Leverage Ratio shall be deemed to be in excess of 5.5 to 1.0. In addition, from and including September 5, 2008 and until but excluding the date Section 6(a) of the Permanent Waiver and Amendment has been satisfied in all material respects, the Interest Rate then in effect shall be increased by one percent (1.0%) (with such increase to be added to the PIK Amount). For the avoidance of doubt, if on September 5, 2008, Section 6(a) of the Permanent Waiver and Amendment has not been satisfied in all material respects, the Interest Rate shall be equal to fifteen and one-quarter percent (15.25%) per annum with the PIK Amount being equal to five and one-quarter percent (5.25%) per annum. (b) Section 2(b) of each Note is hereby amended and restated as follows:
Appears in 3 contracts
Sources: Note Purchase Agreement (Cambium-Voyager Holdings, Inc.), Credit Agreement (Cambium Learning Group, Inc.), Note Purchase Agreement (Cambium-Voyager Holdings, Inc.)