Amendments to Note Purchase Agreement and Notes Clause Samples
The "Amendments to Note Purchase Agreement and Notes" clause establishes the procedures and requirements for making changes to the original note purchase agreement and the associated notes. Typically, this clause outlines who must consent to amendments, such as requiring written agreement from all parties or a specified majority of noteholders, and may detail the process for proposing and documenting such changes. Its core practical function is to ensure that any modifications to the agreement or notes are made transparently and with appropriate approval, thereby preventing unauthorized or unilateral changes and maintaining contractual certainty.
Amendments to Note Purchase Agreement and Notes. Subject to the satisfaction of conditions as to effectiveness set forth in Section 3 of this Fifth Amendment, as determined by the Purchasers, in their sole discretion, the Note Purchase Agreement and the Notes are hereby amended as follows: NEWYORK01 1054851v3 362761-000008
(a) The Maturity Date (as such term is defined in each of the Notes) is hereby extended for a period of forty (40) from June 22, 2005 to August 1, 2005 (as hereby amended, the “Maturity Date”).
(b) As an inducement to the extension of the Maturity Date of the Notes by the Purchasers and as a fee for entering into this Fifth Amendment, the Company agrees that an additional amount of twenty thousand dollars ($20,000) shall be added to the outstanding principal amount of the Notes (the “Inducement Fee”), in proportion to the Purchasers original investment amount, so that the aggregate outstanding principal amount of the Notes upon the effectiveness of this Fifth Amendment shall be $633,609.
Amendments to Note Purchase Agreement and Notes. The Company and the undersigned holders of the Notes hereby agree that as of the Second Amendment Effective Date (as defined in Section 3 below), without any further action, the Note Purchase Agreement and the Notes shall be amended as follows:
Amendments to Note Purchase Agreement and Notes. Subject to the conditions as to effectiveness set forth in Section 3 of this Agreement, the Note Purchase Agreement and the Notes are hereby amended as follows:
(a) The Maturity Date (as such term is defined in each of the Notes) is hereby extended for a period of sixty (60) days from August 26, 2004 to November 9, 2004 (as hereby amended, the "Maturity Date").
(b) As an inducement to the extension of the Maturity Date on the Notes by the Purchasers, in addition to the Note Payment Shares (as such term is defined in the Note Purchase Agreement), Knightsbridge shall immediately issue and deliver to the Purchasers certificates representing an aggregate amount of three hundred thousand (300,000) shares ("Additional Shares") of the common stock, par value $.001 per share, of Knightsbridge ("Common Stock"), which Additional Shares shall be issued to each of the Purchasers in proportion to their original principal amount of each of their Notes. Such Additional Shares shall be deemed Registrable Securities (as such term is defined in the Note Purchase Agreement), and the Additional Shares shall be registered with the Securities and Exchange Commission in accordance with the terms, conditions and provisions of the Note Purchase Agreement.
(c) Commencing as of the date hereof, minimum interest payments on the outstanding principal amount of the Notes shall be payable by Knightsbridge, on a monthly basis at the end of each month, in the amount of $7,500 until the Maturity Date, as extended in Section 1(a) above. From the period commencing August 26, 2004 through the Maturity Date, interest on the outstanding principal amount of the Notes shall accrue at the rate of eighteen (18%) percent per annum.
(d) Commencing as of the date hereof, Knightsbridge shall prepay the outstanding principal and interest under the Notes by an amount equal to fifty (50%) percent of the gross proceeds received by Knightsbridge from the sale or collection of any accounts receivable, or from the proceeds of any financing by Knightsbridge of its inventory or accounts receivables, less any payroll expenses (including payroll expenses to senior executives of Knightsbridge, including, without limitation, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇). Collections from the sale or collection of accounts receivable will be payable to the Purchasers on a monthly basis to a bank account designated by the Purchasers.
(e) Knightsbridge may prepay the Notes at any time, in whole or in part, prior to November 9, 2004, without any ...
Amendments to Note Purchase Agreement and Notes