Master Note Purchase Agreement Sample Contracts

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3.55% SERIES 2017A, TRANCHE a SENIOR NOTES DUE JANUARY 9, 2023 3.82% SERIES 2017A, TRANCHE B SENIOR NOTES DUE JANUARY 9, 2025 4.02% SERIES 2017A, TRANCHE C SENIOR NOTES DUE AUGUST 6, 2025 4.04% SERIES 2017A, TRANCHE D SENIOR NOTES DUE JANUARY 9, 2028 4.14% SERIES 2017A, TRANCHE E SENIOR NOTES DUE JANUARY 9, 2030 4.29% SERIES 2017A, TRANCHE F SENIOR NOTES DUE JANUARY 9, 2033 MASTER NOTE PURCHASE AGREEMENT Dated November 14, 2017 (November 14th, 2017)

DST Systems, Inc., a Delaware corporation (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

HENRY SCHEIN, INC. $50,000,000 3.42% Series 2017-A Senior Notes Due June 16, 2027 Master Note Facility AMENDED AND RESTATED MASTER NOTE PURCHASE AGREEMENT Dated September 15, 2017 (September 18th, 2017)

TO METROPOLITAN LIFE INSURANCE COMPANY (MLIC) AND METLIFE INVESTMENT ADVISORS COMPANY, LLC (MLIAC, and together with MLIC, MetLife)

Master Note Purchase Agreement (May 3rd, 2017)
Waste Connections Inc. – Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 6 TO MASTER NOTE PURCHASE AGREEMENT, dated as of June 1, 2016 (this "Amendment"), is by and among (a) Waste Connections, Inc., a Delaware corporation (the "Company"), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the "Subsidiaries," and the Company and the Subsidiaries are each referred to herein as an "Obligor" and, collectively, the "Obligors"), and (b) each of the undersigned holders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below, including the definitions added in this Amendment, as applicable.

Waste Connections, Inc. Master Note Purchase Agreement (June 7th, 2016)

Waste Connections, Inc., a corporation organized under the laws of Ontario (the "Company") agrees with each of the Purchasers as follows:

Waste Connections, Inc. And Its Subsidiaries Second Supplement to Master Note Purchase Agreement Dated as of April 1, 2011 (June 7th, 2016)

This Second Supplement to Master Note Purchase Agreement (the Supplement or the Second Supplement) is between each of Waste Connections, Inc., a Delaware corporation (the Company), and its Subsidiaries party hereto (together with the Company, the Obligors), and the institutional investors named on Schedule A attached hereto (the Purchasers).

Waste Connections, Inc. And Its Subsidiaries $175,000,000 6.22% Series 2008A Senior Notes Due October 1, 2015 Master Note Purchase Agreement Dated July 15, 2008 (June 7th, 2016)

Waste Connections, Inc., a Delaware corporation (the "Company"), and its Subsidiaries party hereto (the Company and such Subsidiaries are each an "Obligor" and, collectively, the "Obligors"), jointly and severally agree with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Amendment No. 2 to Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT, dated as of November 24, 2010 (this Amendment), is by and among (a) Waste Connections, Inc., a Delaware corporation (the Company), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the Subsidiaries, and the Company and the Subsidiaries are each referred to herein as an Obligor and, collectively, the Obligors), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a Purchaser and, collectively, the Purchasers). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

Third Supplement to Master Note Purchase Agreement (June 7th, 2016)

This Third Supplement to Master Note Purchase Agreement (the "Supplement" or the "Third Supplement") is between each of Waste Connections, Inc., a Delaware corporation (the "Company"), and its Subsidiaries party hereto (together with the Company, the "Obligors"), and the institutional investors named on Schedule A attached hereto (the "Purchasers").

Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 6 TO MASTER NOTE PURCHASE AGREEMENT, dated as of June 1, 2016 (this "Amendment"), is by and among (a) Waste Connections, Inc., a Delaware corporation (the "Company"), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the "Subsidiaries," and the Company and the Subsidiaries are each referred to herein as an "Obligor" and, collectively, the "Obligors"), and (b) each of the undersigned holders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below, including the definitions added in this Amendment, as applicable.

Amendment No. 1 to Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 1 TO MASTER NOTE PURCHASE AGREEMENT, dated as of July 21, 2009 (this "Amendment"), is by and among (a) Waste Connections, Inc., a Delaware corporation (the "Company"), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the "Subsidiaries," and the Company and the Subsidiaries are each referred to herein as an "Obligor" and, collectively, the "Obligors"), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a "Purchaser" and, collectively, the "Purchasers"). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

Amendment No. 3 to Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENT, dated as of October 12, 2011 (this Amendment), is by and among (a) Waste Connections, Inc., a Delaware corporation (the Company), each Subsidiary of the Company from time to time party to the Existing Purchase Agreement referred to below (the Subsidiaries, and the Company and the Subsidiaries are each referred to herein as an Obligor and, collectively, the Obligors), and (b) each of the purchasers from time to time party to the Existing Purchase Agreement referred to below (each a Purchaser and, collectively, the Purchasers). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Amended Purchase Agreement (defined herein).

Amendment No. 4 to Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 4 TO MASTER NOTE PURCHASE AGREEMENT, dated as of August 9, 2013 (this Amendment), is by and among (a) Waste Connections, Inc., a Delaware corporation (the Company), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the Subsidiaries, and the Company and the Subsidiaries are each referred to herein as an Obligor and, collectively, the Obligors), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a Purchaser and, collectively, the Purchasers). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

Amendment No. 5 to Master Note Purchase Agreement (June 7th, 2016)

This AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT, dated as of February 20, 2015 (this "Amendment"), is by and among (a) Waste Connections, Inc., a Delaware corporation (the "Company"), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the "Subsidiaries," and the Company and the Subsidiaries are each referred to herein as an "Obligor" and, collectively, the "Obligors"), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a "Purchaser" and, collectively, the "Purchasers"). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

ULTRA RESOURCES, INC. WAIVER AND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT, NOTES AND SUPPLEMENTS Dated as of March 1, 2016 Re: $200,000,000 5.92% Senior Notes, Series 2008-B, Due March 1, 2018 $62,000,000 7.31% Senior Notes, Series 2009-A, Due March 1, 2016 $173,000,000 7.77% Senior Notes, Series 2009-B, Due March 1, 2019 $116,000,000 4.98% Senior Notes, Series 2010-A, Due January 27, 2017 $207,000,000 5.50% Senior Notes, Series 2010-B, Due January 28, 2020 $87,000,000 5.60% Senior Notes, Series 2010-C, Due January 28, 2022 $90,000,000 5.85% Senior Notes, Series 2010-D, Due January 28, 2025 (March 2nd, 2016)
Execution Version CHS INC. MASTER NOTE PURCHASE AGREEMENT DATED AS OF JANUARY 14, 2016 $152,000,000 SERIES S SENIOR NOTES DUE JANUARY 25, 2023 $150,000,000 SERIES T SENIOR NOTES DUE JANUARY 25, 2025 $58,000,000 SERIES U SENIOR NOTES DUE JANUARY 25, 2027 $95,000,000 SERIES v SENIOR NOTES DUE JANUARY 25, 2028 $100,000,000 SERIES W SENIOR NOTES DUE JANUARY 25, 2031 $125,000,000 SERIES X SENIOR NOTES DUE JANUARY 25, 2036 DB1/ 84912103.8 (January 21st, 2016)
FARMER MAC MORTGAGE SECURITIES CORPORATION as Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION as Borrower FEDERAL AGRICULTURAL MORTGAGE CORPORATION as Guarantor MASTER NOTE PURCHASE AGREEMENT Dated as of July 31, 2015 (November 9th, 2015)

MASTER NOTE PURCHASE AGREEMENT, dated as of July 31, 2015 (the "Agreement"), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the "Purchaser"), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System ("Farmer Mac" or the "Guarantor"); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia ("National Rural"); and Farmer Mac, as Guarantor.

Nordson Corporation – MASTER NOTE PURCHASE AGREEMENT Dated as of July 28, 2015 Initial Issuance of $50,000,000 2.89% Senior Notes, Series 2015-A, Due July 28, 2025 $50,000,000 3.19% Senior Notes, Series 2015-B, Due July 28, 2027 (September 4th, 2015)

The undersigned, Nordson Corporation, an Ohio corporation (herein called the "Company"), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

4168621 105447057.13 ALABAMA GAS CORPORATION $115,000,000 $35,000,000 3.21% Series 2015 Senior Notes, Tranche A, Due September 15, 2025 $80,000,000 4.31% Series 2015 Senior Notes, Tranche B, Due December 1, 2045 _____________ MASTER NOTE PURCHASE AGREEMENT _____________ DATED JUNE 5, 2015 (August 5th, 2015)
Waste Connections Inc. – Third Supplement to Master Note Purchase Agreement (June 12th, 2015)

This Third Supplement to Master Note Purchase Agreement (the "Supplement" or the "Third Supplement") is between each of Waste Connections, Inc., a Delaware corporation (the "Company"), and its Subsidiaries party hereto (together with the Company, the "Obligors"), and the institutional investors named on Schedule A attached hereto (the "Purchasers").

Waste Connections Inc. – Amendment No. 5 to Master Note Purchase Agreement (February 26th, 2015)

This AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT, dated as of February 20, 2015 (this "Amendment"), is by and among (a) Waste Connections, Inc., a Delaware corporation (the "Company"), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the "Subsidiaries," and the Company and the Subsidiaries are each referred to herein as an "Obligor" and, collectively, the "Obligors"), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a "Purchaser" and, collectively, the "Purchasers"). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

MASTER NOTE PURCHASE AGREEMENT Dated as of December 4, 2014 Initial Issuance of $500,000,000 Senior Notes $225,000,000 3.18% Senior Notes, Series 2015-A, Due February 15, 2022 $200,000,000 3.58% Senior Notes, Series 2015-B, Due February 14, 2025 $75,000,000 Floating Rate Senior Notes, Series 2015-C, Due February 15, 2022 (December 5th, 2014)

CERNER CORPORATION, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the "Company"), agrees with you as follows:

Waste Connections Inc. – Amendment No. 4 to Master Note Purchase Agreement (August 14th, 2013)

This AMENDMENT NO. 4 TO MASTER NOTE PURCHASE AGREEMENT, dated as of August 9, 2013 (this Amendment), is by and among (a) Waste Connections, Inc., a Delaware corporation (the Company), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the Subsidiaries, and the Company and the Subsidiaries are each referred to herein as an Obligor and, collectively, the Obligors), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a Purchaser and, collectively, the Purchasers). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

HENRY SCHEIN, INC. Master Note Facility MASTER NOTE PURCHASE AGREEMENT Dated April 27, 2012 (April 30th, 2012)

TO METROPOLITAN LIFE INSURANCE COMPANY (MLIC) AND METLIFE INVESTMENT ADVISORS COMPANY, LLC (MLIAC, and together with MLIC, MetLife)

Waste Connections Inc. – Amendment No. 3 to Master Note Purchase Agreement (February 8th, 2012)

This AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENT, dated as of October 12, 2011 (this Amendment), is by and among (a) Waste Connections, Inc., a Delaware corporation (the Company), each Subsidiary of the Company from time to time party to the Existing Purchase Agreement referred to below (the Subsidiaries, and the Company and the Subsidiaries are each referred to herein as an Obligor and, collectively, the Obligors), and (b) each of the purchasers from time to time party to the Existing Purchase Agreement referred to below (each a Purchaser and, collectively, the Purchasers). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Amended Purchase Agreement (defined herein).

Core Laboratories (U.S.) Interests Holdings, Inc., as Issuer Core Laboratories N.V., as Parent Guarantor U.S.$150,000,000 Series 2011 Senior Notes U.S.$75,000,000 4.01%, Series 2011A, Senior Notes Due September 30, 2021 U.S.$75,000,000 4.11%, Series 2011B, Senior Notes Due September 30, 2023 Master Note Purchase Agreement (September 30th, 2011)

such Subsidiaries as shall become parties hereto in accordance with Section 12 hereof (each a "Subsidiary Guarantor" and collectively the "Subsidiary Guarantors"),

PERRIGO COMPANY SECOND SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of September 1, 2011 $75,000,000 4.27% Senior Notes, Series 2011-A, Due September 30, 2021 $175,000,000 4.52% Senior Notes, Series 2011-B, Due December 15, 2023 $100,000,000 4.67% Senior Notes, Series 2011-C, Due September 30, 2026 (September 8th, 2011)

This Second Supplement to Master Note Purchase Agreement (this Second Supplement or this Agreement) is among PERRIGO COMPANY, a Michigan corporation (the Company), and the institutional investors named on the attached Schedule A (collectively, the Purchasers) hereto.

CHS INC. _______________________________ MASTER NOTE PURCHASE AGREEMENT _______________________________ Dated as of June 9, 2011 $130,000,000 4.08% Series L Senior Notes Due June 9, 2019 $160,000,000 4.52% Series M Senior Notes Due June 9, 2021 $130,000,000 4.67% Series N Senior Notes Due June 9, 2023 $80,000,000 4.82% Series O Senior Notes Due June 9, 2026 (June 13th, 2011)
Amended and Restated Master Note Purchase Agreement (May 10th, 2011)

AMENDED AND RESTATED MASTER NOTE PURCHASE AGREEMENT, dated as of March 24, 2011 (the "Agreement"), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the "Purchaser"), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System ("Farmer Mac" or the "Guarantor"); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia ("National Rural"); and Farmer Mac, as Guarantor.

National Rural Utilities Cooperative Finance Corp /Dc/ – FARMER MAC MORTGAGE SECURITIES CORPORATION as Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION as Borrower FEDERAL AGRICULTURAL MORTGAGE CORPORATION as Guarantor AMENDED AND RESTATED MASTER NOTE PURCHASE AGREEMENT Dated as of March 24, 2011 (April 13th, 2011)

AMENDED AND RESTATED MASTER NOTE PURCHASE AGREEMENT, dated as of March 24, 2011 (the "Agreement"), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the "Purchaser"), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System ("Farmer Mac" or the "Guarantor"); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia ("National Rural"); and Farmer Mac, as Guarantor.

Waste Connections Inc. – Waste Connections, Inc. And Its Subsidiaries Second Supplement to Master Note Purchase Agreement Dated as of April 1, 2011 (April 5th, 2011)

This Second Supplement to Master Note Purchase Agreement (the Supplement or the Second Supplement) is between each of Waste Connections, Inc., a Delaware corporation (the Company), and its Subsidiaries party hereto (together with the Company, the Obligors), and the institutional investors named on Schedule A attached hereto (the Purchasers).

Master Note Purchase Agreement (March 28th, 2011)

Hawaiian Electric Industries, Inc., a Hawaii corporation (together with any successor thereto that becomes such in the manner prescribed in Section 10.2, the Company), agrees with each of the purchasers (each, a Purchaser and, collectively, the Purchasers) whose names appear at the end of this Master Note Purchase Agreement (as amended, supplemented, or otherwise modified from time to time, this Agreement) as follows:

FEDERAL SIGNAL CORPORATION 1415 W. 22nd Street Oak Brook, Illinois 60523-9945 (630) 954-2000 Fax: (630) 954-2030 SECOND GLOBAL AMENDMENT AND WAIVER TO NOTE PURCHASE AGREEMENTS Note Purchase Agreement Dated as of June 1, 1999, as Supplemented by a First Supplement Dated as of May 15, 2001, a Second Supplement Dated as of November 15, 2001 and a Third Supplement Dated as of December 1, 2002 Master Note Purchase Agreement Dated as of June 1, 2003 (March 16th, 2011)
Arch Chemicals, Inc. 4.00% Series 2010-A Senior Notes Due December 31, 2017 Master Note Purchase Agreement Dated as of September 9, 2010 (January 7th, 2011)

Arch Chemicals, Inc., a Virginia corporation (the Company), agrees with the Purchasers listed in the attached Schedule A (the Purchasers) to this Master Note Purchase Agreement (this Agreement) as follows:

Waste Connections Inc. – Amendment No. 2 to Master Note Purchase Agreement (November 26th, 2010)

This AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT, dated as of November 24, 2010 (this Amendment), is by and among (a) Waste Connections, Inc., a Delaware corporation (the Company), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the Subsidiaries, and the Company and the Subsidiaries are each referred to herein as an Obligor and, collectively, the Obligors), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a Purchaser and, collectively, the Purchasers). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.