Note Agreement Sample Contracts

American Realty Capital Trust V, Inc. – Listing Note Agreement (July 19th, 2018)

This Listing Note Agreement (the "Listing Note") is hereby entered into on July 19, 2018, effective at the Listing (the "Effective Date"), by and between American Finance Operating Partnership, L.P., a Delaware limited partnership (the "Partnership") and American Finance Special Limited Partner, LLC, a Delaware limited liability company (the "SLP"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to the applicable term in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 19, 2018 (the "OP Agreement").

Bridge Note Agreement (March 21st, 2018)

For value received, SPINDLE, INC., a Nevada corporation (the Company), promises to pay to LegendCap Opportunity Fund (the Purchaser), the sum of Fifty Five Thousand Dollars ($55,000.00) (the Bridge Note or the Note). This Note is subject to the following terms and conditions.

Cyclone Power Technologies Inc – Note Agreement (March 20th, 2017)
Cyclone Power Technologies Inc – Note Agreement (March 20th, 2017)
NEF Enterprises, Inc. – Note Agreement (November 15th, 2016)
Fastenal Company $200,000,000 Master Note Facility Master Note Agreement Dated as of July 20, 2016 (July 22nd, 2016)

Fastenal Company, a Minnesota corporation (the "Company"), agrees with each Investor Group Representative and each Purchaser as follows:

Star Scientific, Inc. – InterIM Note AGREEMENT (July 8th, 2016)

This Interim Note Agreement (the "Agreement") dated as of July 7, 2016, is by and among Rock Creek Pharmaceuticals, Inc., a Delaware corporation with offices located at 2040 Whitfield Avenue, Suite 300, Sarasota, Florida 34243 (the "Company"), and the investor signatory hereto (the "Investor").

Star Scientific, Inc. – InterIM Note AGREEMENT (July 8th, 2016)

This Interim Note Agreement (the "Agreement") dated as of July 7, 2016, is by and among Rock Creek Pharmaceuticals, Inc., a Delaware corporation with offices located at 2040 Whitfield Avenue, Suite 300, Sarasota, Florida 34243 (the "Company"), and the investor signatory hereto (the "Investor").

Albany Intl Corp -Cl A – Fourth Amendment to Amended and Restated Note Agreement and Guaranty (April 8th, 2016)

FOURTH AMENDMENT TO AMENDED AND RESTATED NOTE AGREEMENT AND GUARANTY, dated as of April 8, 2016 (this "Amendment"), among ALBANY INTERNATIONAL CORP., a Delaware corporation (the "Company"), the Guarantors (as defined in the Note Agreement referred to below), and the holders of Notes (as defined in the Note Agreement referred to below) on the date hereof (each individually, a "Noteholder", and collectively, the "Noteholders").

Texas South Energy, Inc. – Amendment No. 2 to Note Agreement (March 16th, 2016)

This Amendment #2 ("Amendment") amends that certain Note Agreement dated June 12, 2014 which was previously amended June 30, 2015 ("Agreement") and is made by and between Texas South Energy, Inc., a Nevada corporation ("Company"), and Elefterios Aligizakis ("Holder") effective as of March 11, 2016. Holder was assigned this Agreement by Smart Victory Holdings and is the current owner of the note governed by the Agreement.

Vringo – VRINGO, INC. EXCHANGE Note AGREEMENT MARCH 9, 2016 (March 9th, 2016)

This Exchange Note Agreement (this "Agreement") is made as of March 9, 2016 (the "Effective Date") by and between Vringo, Inc., a Delaware corporation (the "Company"), and __________________ (the "Note Holder").

Albany Intl Corp -Cl A – THIRD AMENDMENT to AMENDED AND RESTATED Note Agreement AND GUARANTY (June 24th, 2015)

THIRD AMENDMENT TO AMENDED AND RESTATED NOTE AGREEMENT AND GUARANTY, dated as of June 18, 2015 (this "Amendment"), among ALBANY INTERNATIONAL CORP., a Delaware corporation (the "Company"), the Guarantors (as defined in the Note Agreement referred to below), and the holders of Notes (as defined in the Note Agreement referred to below) from time to time party thereto (each individually, a "Noteholder", and collectively, the "Noteholders").

Natural Resource Partners Lp – Section Heading Page Section 1. Amendments to Note Agreements 2 Section 2. Conditions Precedent 16 Section 3. Representations and Warranties 18 Section 4. Miscellaneous 19 (June 18th, 2015)

Reference is made to (i) the separate Note Purchase Agreements each dated as of June 19, 2003 (as amended and supplemented from time to time, the Note Agreements), by and between NRP (Operating) LLC, a Delaware limited liability company (the Company), and the holders of the Notes (as defined below) (collectively, the Holders), (ii) the $60,000,000 initial aggregate principal amount of 5.55% Senior Notes, Series A, due June 19, 2023, of the Company (the Series A Notes), (iii) the $80,000,000 initial aggregate principal amount of 4.91% Senior Notes, Series B, due June 19, 2018, of the Company (the Series B Notes), (iv) the $100,000,000 initial aggregate principal amount of 5.05% Senior Notes, Series D, due July 19, 2020, of the Company (the Series D Notes), (v) the $225,000,000 initial aggregate principal amount of 5.82% Senior Notes, Series E, due March 28, 2024, of the Company (the Series E Notes), (vi) the $150,000,000 initial aggregate principal amount of 8.38% Senior Notes, Series F

Global Net Lease, Inc. – Listing Note Agreement (June 2nd, 2015)

This Listing Note Agreement (the "Listing Note") is entered into by and between Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (f/k/a American Realty Capital Global Operating Partnership, L.P.) (the "Partnership") and Global Net Lease Special Limited Partner, LLC, a Delaware limited liability company (the "SLP") this second day of June, 2015. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to as the applicable term in the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. dated as of June 2, 2015 (the "OP Agreement").

Winmark Corporation – Winmark Corporation Wirth Business Credit, Inc. Winmark Capital Corporation Grow Biz Games, Inc. 5.50% Senior Secured Note Due May 14, 2025 (May 18th, 2015)

This Note is one of a series of Senior Secured Notes (herein called the Notes) issued pursuant to a Note Agreement, dated as of May 14, 2015 (herein called the Agreement), among the Issuers and the original purchasers of the Notes named in the Purchaser Schedule attached thereto and is entitled to the benefits thereof.

Third Amendment to September 1992 Note Agreement (December 23rd, 2014)

THIS THIRD AMENDMENT TO SEPTEMBER 1992 NOTE AGREEMENT (this "Amendment") is entered into this 15th day of October, 2014, by and between Piedmont Natural Gas Company, Inc., a North Carolina corporation (the "Company") and the undersigned holder of all of the senior promissory notes issued pursuant to that certain Note Agreement dated as of September 21, 1992 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, the "Note Agreement"), between the Company and Provident Life and Accident Insurance Company ("Provident").

Amendment No. 1 to Note Agreement (November 6th, 2014)

THIS AMENDMENT NO. 1 TO NOTE AGREEMENT (this Amendment) is entered into as of September 30, 2014 by and between AMETEK, INC., a Delaware corporation (the Company), and the undersigned holders of Notes (as hereinafter defined).

Amendment No. 1 to Note Agreement (November 6th, 2014)

THIS AMENDMENT NO. 1 TO NOTE AGREEMENT (this Amendment) is entered into as of September 30, 2014 by and between AMETEK, INC., a Delaware corporation (the Company), and the undersigned holders of Notes (as hereinafter defined).

Newstar Financial – Third Amendment and Joinder to Second Amended and Restated Note Agreement (August 6th, 2014)

This THIRD AMENDMENT AND JOINDER TO SECOND AMENDED AND RESTATED NOTE AGREEMENT dated as of May 15, 2014 (this Amendment), among NEWSTAR FINANCIAL, INC. (the Company), AP MA FUNDING LLC (the New Holder), THE HOLDERS PARTY HERETO and FORTRESS CREDIT CORP., as administrative agent for the Holders under the Note Agreement described below (in such capacity, together with its successors and assigns, the Administrative Agent).

Advanced Drainage Systems, Inc. – April 26, 2013 (June 6th, 2014)

Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012 and Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012 (as so amended, the Note Agreement), between Advanced Drainage Systems, Inc., a Delaware corporation (the Company), on one hand, and Prudential Investment Management, Inc. (Prudential) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

Advanced Drainage Systems, Inc. – June 12, 2013 (June 6th, 2014)

Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012 and Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013 (as so amended, the Note Agreement), between Advanced Drainage Systems, Inc., a Delaware corporation (the Company), on one hand, and Prudential Investment Management, Inc. (Prudential) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

Advanced Drainage Systems, Inc. – March 9, 2012 (June 6th, 2014)

Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement, dated December 12, 2011 (as so amended, the Note Agreement), between Advanced Drainage Systems, Inc., a Delaware corporation (the Company), on one hand, and Prudential Investment Management, Inc. (Prudential) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

Advanced Drainage Systems, Inc. – June 24, 2013 (June 6th, 2014)

Reference is made to that certain Amendment No. 5 to Amended and Restated Private Shelf Agreement dated June 12, 2013 (Amendment No. 5), pursuant to which the Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as previously amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012 and Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013 (as amended thereby and by Amendment No. 5, the Note Agreement), between Advanced Drainage Systems, Inc., a Delaware corporation (the Company), on one hand, and Prudential Investment Management, Inc. (Prudential) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand,

Advanced Drainage Systems, Inc. – December 31, 2013 (June 6th, 2014)

Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012, Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013, Amendment No. 5 to Amended and Restated Private Shelf Agreement dated June 12, 2013, including the Supplement thereto dated June 24, 2013, and Amendment No. 6 to Amended and Restated Private Shelf Agreement dated September 23, 2013 (as so amended, the Note Agreement), between Advanced Drainage Systems, Inc., a Delaware corporation (the Company), on one hand, and Prudential Investment Management, Inc. (Prudential) and each other Prudential Affiliate as therein defined which becomes bound by c

Advanced Drainage Systems, Inc. – March 30, 2012 (June 6th, 2014)

Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement, dated December 12, 2011 and Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012 (as so amended, the Note Agreement), between Advanced Drainage Systems, Inc., a Delaware corporation (the Company), on one hand, and Prudential Investment Management, Inc. (Prudential) and each other Prudential Affiliate as therein defined which becomes bound by certain provisions thereof as therein provided, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

Re: Consent to Modification of Note Agreement (May 15th, 2014)

This letter amendment (this "Letter") makes reference to that certain Note Agreement, dated as of April 10, 2006 (as amended by Amendment No. 1 thereto dated March 1, 2007, Amendment No. 2 thereto dated August 22, 2007, Amendment No. 3 thereto dated February 19, 2009, Amendment No. 4 thereto dated May 27, 2009, Amendment No. 5 thereto dated March 9, 2011, Amendment No. 6 thereto dated November 29, 2011 and Amendment No. 7 thereto dated November 19, 2012 the "Note Agreement"), among The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Security Benefit Life Insurance Company, Inc., American Skandia Life Assurance Corporation, Mutual of Omaha Insurance Company (collectively, the "Holders" and each, a "Holder") and Twin Disc, Incorporated, a Wisconsin corporation (the "Company"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended her

Note Agreement (May 14th, 2014)

NOTE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Note), dated as of March 26, 2014, by and between Sotherly Hotels LP, a Delaware limited partnership (the Borrower), and each lender a party hereto from time to time (together with their successors and assigns, each a Lender; and collectively, the Lenders) and Richmond Hill Capital Partners, LP, as agent for the Lenders (the Agent).

Measurement Specialties, Inc. – Fifth Amendment to Note Purchase Agreement (May 9th, 2014)

THIS FIFTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this "Amendment"), is made and entered into as of May 7, 2014, by and among Measurement Specialties, Inc., a New Jersey corporation (the "Company"), the other Credit Parties signatory hereto, The Prudential Insurance Company of America and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the "Noteholders").

Newstar Financial – Second Amendment to Second Amended and Restated Note Agreement (May 8th, 2014)

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED NOTE AGREEMENT dated as of March 31, 2014 (this Amendment), among NEWSTAR FINANCIAL, INC. (the Company), THE HOLDERS PARTY HERETO and FORTRESS CREDIT CORP., as administrative agent for the Holders under the Note Agreement described below (in such capacity, together with its successors and assigns, the Administrative Agent).

New York REIT, Inc. – Listing Note Agreement (April 15th, 2014)

This Listing Note Agreement (the "Listing Note") is entered into by and between New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the "Partnership") and New York Recovery Special Limited Partnership, LLC, a Delaware limited liability company (the "SLP") this 15th day of April, 2014. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to as the applicable term in the OP Agreement (defined below).

American Realty Capital Healthcare Trust Inc – Listing Note Agreement (April 7th, 2014)

This Listing Note Agreement (the "Listing Note") is entered into by and between American Realty Capital Healthcare Trust Operating Partnership, a Delaware limited partnership (the "Partnership") and American Realty Capital Healthcare Special Limited Partnership, LLC, a Delaware limited liability company (the "SLP") this 7th day of April, 2014. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to as the applicable term in the OP Agreement (defined below).

Drew Industries Inc. – Amended and Restated Pledge and Security Agreement (February 27th, 2014)

Reference is hereby made to (i) that certain Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of February 24, 2014 (as the same from time to time may be amended, restated, supplemented or otherwise modified, the "Note Agreement"), by and among the Issuer and the Parent, on the one hand, and Prudential Investment Management, Inc. ("Prudential") and each of the holders from time to time of the Notes, on the other hand, pursuant to which, subject to the terms and conditions set forth therein, certain affiliates of Prudential (the "Purchasers", and together with Prudential and their respective successors and assigns, the "Noteholders") are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the "Notes"), and (ii) that certain Pledge and Security Agreement dated a

Drew Industries Inc. – Amended and Restated Parent Guarantee Agreement (February 27th, 2014)

Reference is hereby made to (i) that certain Third Amended and Restated Note Purchase and Private Shelf Agreement of even date herewith (as the same from time to time may be amended, restated, supplemented or otherwise modified, the "Note Agreement"), by and among the Issuer and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the "Notes"), and (ii) that certain Parent Guarantee Agreement dated as of February 11, 2005 (as the same has been amended to date, the "Existing Parent Guarantee"), which instrument the parties agree is being amended and restated hereby

Drew Industries Inc. – Amended and Restated Subsidiary Guarantee Agreement (February 27th, 2014)

Reference is hereby made to (i) that certain Third Amended and Restated Note Purchase and Private Shelf Agreement of even date herewith (as the same from time to time may be amended, restated, supplemented or otherwise modified, the "Note Agreement"), by and among the Issuer and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the "Notes"), and (ii) that certain Subsidiary Guarantee Agreement dated as of February 11, 2005 (as the same has been amended to date, the "Existing Subsidiary Guarantee"), which instrument the parties agree is being amended and restate

SJW Corporation – Attachments to Note Agreement: (January 29th, 2014)

The undersigned, SAN JOSE WATER COMPANY, a California 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: