Amendments to the Note Purchase Agreement Clause Samples

Amendments to the Note Purchase Agreement. Upon the execution and delivery of this Amendment and satisfaction of the conditions precedent set forth herein, the definition of “Maximum Note Principal Balance” in Section 1.01 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows:

Amendments to the Note Purchase Agreement i. Section 4.2.7 is hereby amended and restated in its entirety to read as follows:

Amendments to the Note Purchase Agreement. Effective on the date of this Amendment, the Note Purchase Agreement is amended as follows: (A) Section 1 is amended by adding new Section 1.2A, Section 1.3A, Section 1.4A, Section 1.5A and Section 1.6A to the Note Purchase Agreement to read as follows:

Amendments to the Note Purchase Agreement i. The following definition of the capitalized term “Date Certain” in Schedule B to the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Amendments to the Note Purchase Agreement. Effective as of the Amendment Effective Date, the Note Purchase Agreement is hereby amended as follows: (a) Section 2.02(a) of the Note Purchase Agreement is hereby amended by deleting the phrase in the first sentence therein “is less than the Note Purchase Obligation Limit” and substituting therefor the phrase “is less than the Maximum Note Balance”. (b) Section 2.02(a) of the Note Purchase Agreement is hereby further amended by deleting in its entirety the last sentence thereof and adding the following new sentence therein: “Notwithstanding anything to the foregoing to the contrary, at all times on and after the Omnibus Amendment Effective Date, Issuer shall not deliver or have the right hereunder to deliver hereunder a Notice of Incremental Note Balance and New Note Purchaser shall not fund any such request, except with respect to a funding under an Existing Revolving Credit Facility. Further, the Issuer shall not deliver or have the right hereunder to deliver hereunder a Notice of Incremental Note Balance and the New Note Purchaser shall have no obligation to purchase and fund any such request unless either (X) such request (or portion thereof) is for a purchase of an Incremental Note Balance in an amount less than or equal to the Gap Funding Amount, or (Y) if such request (or portion thereof) exceeds the Gap Funding Amount, (a) prior to a funding of such request the Outstanding Revolving Balance exceeds the Minimum Revolver Equity Amount and (b) such request (or portion thereof) is for a purchase of an Incremental Note Balance in an amount that does not exceed the product of (x) the Funding Percentage multiplied by (y) the positive difference, if any, of (1) the Outstanding Revolving Balance minus (2) the Minimum Revolver Equity Amount.” (c) Section 2.02(b) of the Note Purchase Agreement is hereby amended by deleting the phrase in the second sentence therein “would exceed the Investor Purchase Limit” and substituting therefor the phrase “would exceed the Maximum Note Balance”. (d) Section 2.02(b) of the Note Purchase Agreement is hereby further amended by deleting in its entirety the last sentence thereof and adding the following new sentence therein: “Notwithstanding anything to the foregoing to the contrary, at all times on and after the Omnibus Amendment Effective Date, Issuer shall not deliver or have the right hereunder to deliver hereunder a Notice of Incremental Note Balance and the Liquidity Banks shall have no obligation to purchase and fund ...

Amendments to the Note Purchase Agreement. 1.1 AMENDMENT TO SECTION 1.1:

Amendments to the Note Purchase Agreement. Pursuant to Section 17.1(a) of the Note Purchase Agreement, the Purchasers agree that: (a) Section 4.2.1(c) of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following: “At least two Business Days prior to the proposed date of a Drawdown consisting in whole or in part of proceeds of the Notes, the Company shall have provided each of the Holders (with a copy to the Independent Engineer) with a certificate confirming that COD has occurred with respect to the Systems being funded under the requested Drawdown and signed by an authorized representative of the Company, substantially in the form of Exhibit 4.2.1(c) (the “Company’s COD Certificate”).” (b) Section 4.2.1(d) of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following: “At least one Business Day prior to the proposed date of a Drawdown consisting in whole or in part of proceeds of the Notes, the Independent Engineer shall have provided each of the Holders with a certificate dated the date of delivery of such certificate, confirming that COD has occurred with respect to the Systems being funded under the requested Drawdown, substantially in the form of Exhibit 4.2.1(d) (the “Independent Engineer’s COD Certificate”).” (c) Section 4.2.8 of the Note Purchase Agreement is hereby amended by deleting the text of such Section in its entirety and replacing such text with the following:

Amendments to the Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, and effective as of such date, the parties hereto agree that the Note Purchase Agreement is hereby amended as follows: (a) Section 10.13(a) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Amendments to the Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, and effective as of the date such conditions are satisfied, the parties hereto agree that the Note Purchase Agreement is hereby amended as follows, with the effect from June 30, 2015: (a) Section 10.13(c)(i) of the Note Purchase Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, for purposes of determining compliance with this Section 10.13(c)(i), up to $6,518,000 of Capital Expenditures incurred or made on or prior to September 25, 2015 by the Obligors and their Subsidiaries in connection with the Specified Las Vegas Transaction shall be deemed to be excluded when calculating the aggregate amount of Capital Expenditures incurred or made by the Obligors and their Subsidiaries during the 2015 Fiscal Year.” (b) Section 10.13(c)(ii) of the Note Purchase Agreement is hereby amended to add the phrase “occurring after the 2016 Fiscal Year” immediately following the phrase “in respect of any Fiscal Year” in the first sentence thereof.