Attached files
| file | filename |
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| 8-K - PC GROUP, INC. | v206598_8k.htm |
| EX-10.2 - PC GROUP, INC. | v206598_ex10-2.htm |
December
__, 2010
PC Group,
Inc.
419 Park
Avenue South
Suite
500
New York,
NY 10016
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Re:
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Consent to Repurchase
by PC Group, Inc., a Delaware corporation (the “Company”), of 5%
Convertible Subordinated Notes due 2011 (“Notes”), and Amendment to the
Convertible Subordinated Note Purchase Agreement, dated as of December 7,
2006, among the Company and the Purchasers thereto (the “Note Purchase
Agreement”)
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The
undersigned holder of Notes (the “Consenting
Noteholder”) hereby consents and agrees with the Company as
follows:
1. York
Credit Opportunities Fund, L.P. has offered to sell a Note in the aggregate
principal amount of $5,000,000 (the “York Note”) to the
Company at a price of twenty-six percent (26%) of the face value of such Note,
plus accrued but unpaid interest through the closing date for the repurchase of
the Note (the “York
Note Repurchase”).
2. The
Board of Directors of the Company has determined it to be in the best interest
of the Company to repurchase the York Note and has approved the York Note
Repurchase and other Note repurchases on such terms as may be determined by the
Company from time to time.
3. Notwithstanding
anything to the contrary contained in the Note Purchase Agreement, the
Consenting Noteholder hereby consents to the York Note Repurchase and to any
other repurchases by the Company of Notes on such terms as may be determined by
the Company from time to time.
4. In
the Note Purchase Agreement, the outside expiration date of the Company’s
obligation to maintain effectiveness of the registration statement (“Registration
Statement”) registering the shares issuable upon conversion of the Notes
is accelerated from the fifth anniversary of the Closing Date to December __,
2010. Accordingly, the fourth sentence of Section 14.2 of the Note Purchase
Agreement is hereby amended and restated as follows:
“The
Company shall use commercially reasonable efforts to cause such registration
statement to be declared effective pursuant to the Securities Act as promptly as
practicable following the filing thereof, and, subject to applicable laws, rules
and orders, to keep such registration statement continuously effective under the
Securities Act until December __, 2010, or such shorter period ending when there
cease to be outstanding any Shares or Notes held by the
Holders.”
5. The
Company’s obligation under the Note Purchase Agreement to use commercially
reasonable efforts to cause all of the shares covered by the Registration
Statement to be listed on NASDAQ or such other exchange as the shares may then
be listed on is terminated. Accordingly, the Note Purchase Agreement
is hereby amended by deleting Section 14.4(e) in its entirety and replacing it
with the words: “Intentionally Deleted”.
6. The
provision in Article XVI of the Note Purchase Agreement that certain amendments
shall require the consent of the holders of all the Notes then outstanding is
amended to provide for supermajority consent of holders of 75% of the aggregate
principal amount of the Notes then outstanding for such
amendments. Accordingly, the first sentence of Article XVI of the Note Purchase
Agreement is hereby amended and restated as follows:
“Except
as set forth in Article V, this Agreement may be amended (or any provision
thereof waived) with the consent of the Company and the Holders of a majority in
aggregate principal amount of the Notes then outstanding; provided, however, that no such
amendment or waiver shall (i) change the fixed maturity of any Note, the rate or
the time of payment of interest thereon, the principal amount thereof or the
circumstances under which such Note may be called, converted or redeemed without
the consent of the holders of 75% of the aggregate principal amount of the Notes
then outstanding, (ii) reduce the aforesaid percentage of Notes, the holders of
which are required to consent to any such amendment or waiver, without the
consent of the holders of 75% of the aggregate principal amount of the Notes
then outstanding or (iii) increase the percentage of the aggregate principal
amount of the Notes that the holders of which may declare the Notes to be due
and payable under Article XI herein, without the consent of the holders of 75%
of the aggregate principal amount of the Notes then outstanding or (iv) modify
the conversion rights or the Conversion Price and adjustments thereto (as
outlined in Articles XII and XIII herein) in any material respect, without the
consent of the holders of 75% of the aggregate principal amount of the Notes
then outstanding or (v) alter the registration rights under Article XIV herein
in any material respect, without the consent of the holders of 75% of the
aggregate principal amount of the Notes then outstanding other than Shares which
have been sold in registered public offerings; and provided, further, that no
amendment or waiver of any provision of Article V shall be effective against any
holder of Senior Indebtedness who has not consented thereto.”
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Very
truly yours,
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By:
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Name:
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Title:
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Aggregate
principal amount of Note
owned
by Consenting Noteholder:
$______________
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The
foregoing Consent and Amendment is hereby accepted and agreed to as of the
date first above written by:
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PC
GROUP, INC.
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By:
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Name:
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Title:
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