Note Purchase Agreement Sample Contracts

Helios & Matheson North America Inc. – Note Purchase Agreement (January 11th, 2018)

NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of January __, 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Investor").

Emerge Energy Services Lp Commo – SECOND LIEN NOTE PURCHASE AGREEMENT EMERGE ENERGY SERVICES LP, as Parent Guarantor, EMERGE ENERGY SERVICES OPERATING LLC, SUPERIOR SILICA SANDS LLC, AND CERTAIN OF THEIR SUBSIDIARIES, as Issuers, HPS INVESTMENT PARTNERS, LLC, as Notes Agent and Collateral Agent, and THE NOTEHOLDERS FROM TIME TO TIME PARTY HERETO, as Noteholders (January 8th, 2018)

This Second Lien Note Purchase Agreement, dated as of January 5, 2018, is entered into among EMERGE ENERGY SERVICES LP, a Delaware limited partnership (Parent Guarantor), EMERGE ENERGY SERVICES OPERATING LLC, a Delaware limited liability company (Emerge), SUPERIOR SILICA SANDS LLC, a Texas limited liability company (SSS and together with Emerge and each Person joined hereto as an issuer from time to time, collectively, the Issuers, and each individually a Issuer), the Noteholders which are now or which hereafter become a party hereto (collectively, the Noteholders and each individually a Noteholder), and HPS INVESTMENT PARTNERS, LLC (HPS), as notes agent for the Noteholders and collateral agent for the Secured Parties (in such capacities, the Agent).

Legacy Reserves Lp – Note Purchase Agreement (January 5th, 2018)

THIS NOTE PURCHASE AGREEMENT (this Agreement) is entered into this 31st day of December, 2017, by and among Legacy Reserves LP, a Delaware limited partnership (the Company), and Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund III, L.P., a Cayman Islands exempted limited partnership, FT SOF IV Holdings, LLC, a Delaware limited liability company, FT SOF V Holdings, LLC, a Delaware limited liability company, and FT SOF VII Holdings, LLC, a Delaware limited liability company (collectively, the Sellers and individually, a Seller).

Tortoise Capital Resources Corporation – PINEDALE CORRIDOR, LP 6.50% Senior Secured Notes Due December 29, 2022 SECOND AMENDED AND RESTATED TERM CREDIT AGREEMENT AND NOTE PURCHASE AGREEMENT Dated December 29, 2017 (January 4th, 2018)

Reference is made to that certain Term Credit Agreement, dated as of December 7, 2012, as amended and restated by that certain Amended and Restated Term Credit Agreement, dated as of December 14, 2012, by and among Pinedale Corridor, LP, a Delaware limited partnership (the "Company"), as borrower, the lenders party thereto (the "Original Lenders") and KeyBank National Association ("KeyBank"), as administrative agent for the Original Lenders (the "Agent"; and such Agreement as further amended, supplemented or otherwise modified prior to the date hereof, the "Original Credit Agreement"). To secure the obligations of the Company under the Original Credit Agreement, the Company and CorEnergy Infrastructure Trust, Inc. ("CORR") entered into the Security Documents (as defined herein) with the Agent.

Note Purchase Agreement (January 4th, 2018)

THIS NOTE PURCHASE AGREEMENT, dated as of January 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), by and among RADISYS CORPORATION, an Oregon corporation (the "Borrower"), the Guarantors from time to time party hereto, the Purchasers from time to time party hereto, and HCP-FVG, LLC, a Delaware limited liability company ("Hale Capital") as collateral agent for itself and the Purchasers party hereto (in such capacity and together with its successors and assigns, the "Collateral Agent").

First Amendment to Note Purchase Agreement and Notes (January 2nd, 2018)

This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES (this Amendment), dated as of December 29, 2017, by and among Napo Pharmaceuticals, Inc., a Delaware Corporation (Napo or the Company) and each party identified on the signature pages hereto as a purchaser of the Notes (as defined below) pursuant to the Note Purchase Agreement (as defined below) (collectively, the Purchasers and each, a Purchaser).

OptiNose, Inc. – NOTE PURCHASE AGREEMENT Dated as of December 29, 2017 Among OPTINOSE AS and OPTINOSE US, INC., as the Issuers, OPTINOSE, INC., as Parent and a Guarantor the Other Guarantors From Time to Time Party Hereto (January 2nd, 2018)

This NOTE PURCHASE AGREEMENT is entered into as of December 29, 2017 among OPTINOSE AS, a Norwegian private limited liability company with Norwegian business registration number 982 483 131 (the "Norwegian Issuer"), OPTINOSE US, INC., a Delaware corporation (the "US Issuer"; together with the Norwegian Issuer, the "Issuers" and each, an "Issuer"), OPTINOSE, INC., a Delaware corporation ("Parent"), OPTINOSE UK LIMITED, a limited liability company formed under the laws of England and Wales ("OptiNose UK"), the other Guarantors (defined herein) from time to time party hereto, the Purchasers (defined herein) from time to time party hereto and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as Collateral Agent.

$30,000,000 4.57% Senior Guaranteed Notes, Series B, Due 2027 $20,000,000 4.72% Senior Guaranteed Notes, Series C, Due 2029 Note Purchase Agreement Dated as of December 21, 2017 (December 27th, 2017)

Ramco-Gershenson Properties, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company") and Ramco-Gershenson Properties Trust, a Maryland real estate investment trust (the "Trust"), jointly and severally agree with each of the Purchasers as follows:

Navistar International Corp. – Amendment No. 10 to Note Purchase Agreement and Amendment No. 1 to Fifth Amended and Restated Fee Letter (December 22nd, 2017)

THIS AMENDMENT NO. 10 TO NOTE PURCHASE AGREEMENT and AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED FEE LETTER (this Amendment) dated as of December 21, 2017, is entered into among Navistar Financial Securities Corporation, as the Seller (the Seller), Navistar Financial Corporation (NFC), as the Servicer (in such capacity, the Servicer), New York Life Insurance Company (NY Life), as a Managing Agent and as a Committed Purchaser, New York Life Insurance and Annuity Corporation (NYLIAC), as a Managing Agent and as a Committed Purchaser, Credit Suisse AG, New York Branch (CS NYB), as a Managing Agent, Credit Suisse AG, Cayman Islands Branch (CS CIB), as a Committed Purchaser, Alpine Securitization Ltd. (Alpine), as a Conduit Purchaser, and Bank of America, National Association (Bank of America; together with NY Life, NYLIAC, CS NYB, CS CIB and Alpine, the Purchaser Parties), as Administrative Agent (in such capacity, the Administrative Agent), as a Managing Agent and as a Committed Purchas

SERIES 2017-Vfn NOTE PURCHASE AGREEMENT Dated as of December 20, 2017 Among USCC RECEIVABLES FUNDING LLC, as Transferor USCC MASTER NOTE TRUST, as Issuer, USCC SERVICES, LLC, as Servicer UNITED STATES CELLULAR CORPORATION, as Performance Guarantor THE OWNERS PARTY HERETO, THE MANAGING AGENTS PARTY HERETO, and ROYAL BANK OF CANADA, as Administrative Agent (December 22nd, 2017)

THIS SERIES 2017-VFN NOTE PURCHASE AGREEMENT, dated as of December 20, 2017, is by and among USCC RECEIVABLES FUNDING LLC, a Delaware limited liability company (the Transferor), USCC MASTER NOTE TRUST, a Delaware statutory trust (together with its successors and assigns, the Issuer), USCC SERVICES, LLC, a Delaware limited liability company (USCC SERVICES), as the servicer (in such capacity, the Servicer), UNITED STATES CELLULAR CORPORATION (USCC), a Delaware corporation, as the performance guarantor under the Performance Guaranty (in such capacity, the Performance Guarantor), the Owners (as hereinafter defined) from time to time party hereto, the Managing Agents for the Ownership Groups from time to time party hereto, and ROYAL BANK OF CANADA (RBC), as administrative agent for the Owners (together with its successors in such capacity, the Administrative Agent).

AP Gaming Holdco, Inc. – AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of May 30, 2017, by and Among AP GAMING HOLDCO, INC., as Issuer, AP GAMING HOLDINGS, LLC, as Subsidiary Guarantor, DEUTSCHE BANK AG, LONDON BRANCH, as Holder, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (December 19th, 2017)

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of May 30, 2017 (this Agreement), by and among AP GAMING HOLDCO, INC., a Delaware corporation, as issuer (together with its successors and permitted assigns, the Issuer), AP GAMING HOLDINGS, LLC, a Delaware limited liability company, as guarantor (together with its successors and permitted assigns, the Subsidiary Guarantor), DEUTSCHE BANK AG, LONDON BRANCH, as holder (the Holder), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as collateral agent (together with its successors and permitted assigns in such capacity, the Collateral Agent) for the benefit of the Holders party hereto from time to time.

Swift Energy Company – $200,000,000 Note Purchase Agreement (December 19th, 2017)

This NOTE PURCHASE AGREEMENT, dated as of December 15, 2017 (together with any amendments, restatements, supplements or other modifications, the "Agreement"), is entered into by and among SILVERBOW RESOURCES, INC., a Delaware corporation (the "Issuer");

KLR Energy Acquisition Corp. – Rosehill Operating Company, Llc Senior Secured Second Lien Notes Due $100,000,000 Note Purchase Agreement Dated as of December 8, 2017 (December 14th, 2017)

THIS NOTE PURCHASE AGREEMENT dated as of December 8, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the Issuer), ROSEHILL RESOURCES INC., a Delaware corporation (the RRI), which was formerly known as KLR Energy Acquisition Corp. prior to the Business Combination Transaction (as defined below), each of the Holders from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as agent and collateral agent for the Holders (in such capacity, together with its successors in such capacity, the Agent).

Empire State Realty OP, L.P. – EMPIRE STATE REALTY OP, L.P. EMPIRE STATE REALTY TRUST, INC. $115,000,000 4.08% Series D Senior Notes Due January 22, 2028 $160,000,000 4.26% Series E Senior Notes Due March 22, 2030 $175,000,000 4.44% Series F Senior Notes Due March 22, 2033 NOTE PURCHASE AGREEMENT Dated December 13, 2017 (December 14th, 2017)

EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership (the Company) and EMPIRE STATE REALTY TRUST, INC., a Maryland corporation (the Parent), agree with each of the Purchasers as follows:

Depomed – Waiver and Second Amendment to Note Purchase Agreement (December 14th, 2017)

THIS WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of December 4, 2017 (this Amendment), is entered into by and among DEPOMED, INC., a California corporation (the Borrower), the other Credit Parties party hereto, the Purchasers party hereto, and DEERFIELD PRIVATE DESIGN FUND III, L.P., a Delaware limited partnership, as a Purchaser and as collateral agent (in such latter capacity, the Agent).

Helios & Matheson North America Inc. – Note Purchase Agreement (December 11th, 2017)

THIS NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 11, 2017, is entered into by and among Christopher Kelly, an individual ("Seller"), Helios and Matheson Analytics Inc., a Delaware corporation ("Buyer"), and, for purposes of Sections 6 and 8 of this Agreement only, MoviePass Inc., a Delaware corporation (the "Company").

Helios & Matheson North America Inc. – Note Purchase Agreement (December 11th, 2017)

THIS NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 11, 2017, is entered into by and among Christopher Kelly, an individual ("Seller"), Helios and Matheson Analytics Inc., a Delaware corporation ("Buyer"), and, for purposes of Sections 6 and 8 of this Agreement only, MoviePass Inc., a Delaware corporation (the "Company").

Note Purchase Agreement (November 28th, 2017)

This NOTE PURCHASE AGREEMENT (this Note Purchase Agreement), dated as of November 28, 2017, is made by and among (i) SPIRIT AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), (ii) WILMINGTON TRUST, NATIONAL ASSOCIATION (WTNA), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the Pass Through Trustee) under each of the three separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the Subordination Agent) under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST COMPANY, a Dela

Signature Group Hold – Senior Secured Super-Priority Debtor-In-Possession Note Purchase Agreement (November 27th, 2017)

Subject to the terms and conditions set forth in this Agreement, including without limitation, the entry by the Bankruptcy Court of the DIP Order, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, Notes in accordance with the terms of this Agreement, the obligations under which are secured by substantially all the assets and properties of the Company, Intermediate Holdings and certain direct and indirect subsidiaries of the Company as more fully described in the DIP Order and the Note Purchase Documents.

Quantrx Biomedical – Note Purchase Agreement (November 20th, 2017)

This Note Purchase Agreement (this "Agreement") is made as of July 1, 2017 and between QuantRx Biomedical Corp. (the "Company"), a Nevada corporation, with offices at 10190 SW 90th Avenue, Tualatin, OR 97123 and the purchaser identified on the signature page hereto (the "Purchaser").

Otter Tail Corp. – Note Purchase Agreement (November 16th, 2017)

The Company has duly authorized the issue and sale of $100,000,000 aggregate principal amount of its 4.07% Series 2018A Senior Unsecured Notes due February7, 2048 (the "Notes"). The Notes shall be substantially in the form set out in Exhibit 1 in each case duly completed. As used herein, the term "Notes" means all notes originally delivered pursuant to this Agreement and all notes delivered in substitution or exchange for any of such notes and, where applicable, includes the singular number as well as the plural. The term "Note" means one of the Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Littelfuse, Inc. $50,000,000 3.48% Senior Notes, Series A, Due February 15, 2025 $125,000,000 3.78% Senior Notes, Series B, Due February 15, 2030 Note Purchase Agreement (November 15th, 2017)

Littelfuse, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Index to Note Purchase Agreement (November 13th, 2017)

This NOTE PURCHASE AGREEMENT, dated as of November 6, 2017, among (i)UNITED AIRLINES, INC., a Delaware corporation (the Company), (ii)WILMINGTON TRUST, NATIONAL ASSOCIATION(WTNA), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the Class AA Pass Through Trustee) with respect to the United Airlines Class AA Pass Through Certificates, Series 2016-1 (the Class AA Certificates), (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the Class A Pass Through Trustee) with respect to the United Airlines Class A Pass Through Certificates, Series 2016-1 (the Class A Certificates), (iv) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in

Hispanica International Delights Of America, Inc. – Amendment No. 1 to Note Purchase Agreement (November 9th, 2017)

This Amendment No. 1 to Note Purchase Agreement (this "Amendment") is made as of November 03, 2017 by and between Hispanica International Delights of America, Inc. (the "Company"), a Delaware corporation, with its principal place of business at 575 Lexington Avenue, 45th Floor, New York, NY 10022, and Shircoo, Inc., a California corporation, with its principal place of business at 2350 E. Allview Terrace, Los Angeles, CA 90068 (the "Purchaser").

Luther Burbank Corp – Senior Note Purchase Agreement (November 9th, 2017)

This SENIOR NOTE PURCHASE AGREEMENT (this Agreement) is dated as of September 29, 2014, and is made by and between Luther Burbank Corporation (Borrower), and each of the purchasers named on Schedule I hereto (each a Purchaser and collectively, the Purchasers).

Algae Dynamics Corp. – Note Purchase Agreement (November 9th, 2017)

This NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of October ___, 2017, by and between Algae Dynamics Corp., a Canadian federal corporation, with headquarters located at 37 - 4120 Ridgeway Drive, Mississauga, ONT L5L 5S9 Canada (the "Company"), and the person whose name is provided on the signature page hereof (the "Buyer").

ServisFirst Bancshares, Inc. – THESE SUBORDINATED NOTES ARE NOT DEPOSITS OR ACCOUNTS OR OTHER OBLIGATIONS OF ANY OF THE BANK OR NON-BANK SUBSIDIARIES OF SERVISFIRST BANCSHARES, INC. AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANY OTHER GOVERNMENTAL OR REGULATORY AGENCY OR INSTRUMENTALITY SERVISFIRST BANCSHARES, INC. $30,000,000 4.50% Subordinated Notes Due November 8, 2027 NOTE PURCHASE AGREEMENT Dated November 8, 2017 (November 9th, 2017)

SECTION 1. AUTHORIZATION OF NOTES. 3 SECTION 2. SALE AND PURCHASE OF NOTES. 3 SECTION 3. CLOSING. 3 SECTION 4. CONDITIONS TO CLOSING. 4 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 5 SECTION 6. REPRESENTATIONS OF THE PURCHASER. 8 SECTION 7. INFORMATION AS TO THE COMPANY. 9 SECTION 8. PREPAYMENT OF THE NOTES. 11 SECTION 9. AFFIRMATIVE COVENANTS. 12 SECTION 10. NEGATIVE COVENANTS. 13 SECTION 11. EVENTS OF DEFAULT. 13 SECTION 12. REMEDIES ON DEFAULT, ETC. 15 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 16 SECTION 14. PAYMENTS ON NOTES. 17 SECTION 15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. 18 SECTION 16. AMENDMENT AND WAIVER. 18 SECTION 17. NOTICES. 19 SECTION 18. REPRODUCTION OF DOCUMENTS. 20 SECTION 19. CONFIDENTIAL INFORMATION. 20 S

Conifer Holdings, Inc. – EXECUTION VERSION 25598028 Conifer Holdings, Inc. $30,000,000 8% Subordinated Notes Due September 29, 2032 ______________ NOTE PURCHASE AGREEMENT ______________ Dated September 29, 2017 (November 8th, 2017)
MiFi (Novatel Wireless, Inc) – Note Purchase Agreement (November 7th, 2017)

This Note Purchase Agreement (the "Agreement"), dated as of August 23, 2017, is entered into by and among Inseego Corp., a Delaware corporation (the "Company"), and the holders of the Company's Notes (as defined below) identified on the signature pages hereto (collectively, the "Sellers"). The Company and each Seller are referred to herein as the "Parties" and each a "Party."

Helios & Matheson North America Inc. – Note Purchase Agreement (November 6th, 2017)

NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of November __, 2017, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Investor").

Helios & Matheson North America Inc. – Note Purchase Agreement (November 6th, 2017)

NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of November __, 2017, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Investor").

COMMITTED CAPITAL ACQUISITION Corp II – Note Purchase Agreement (November 3rd, 2017)

WHEREAS, Committed Capital Acquisition Corporation II, a Delaware corporation (the "Company"), which consummated its initial public offering on April 16, 2014 pursuant to a registration statement on Form S-1, No. 333-192586 (the "Offering"), is a blank check company whose purpose is to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable stock transaction or other similar business transaction (a "Business Transaction"), one or more operating businesses or assets;

Ford Credit Auto Lease Trust 2017-B – EXCHANGE NOTE PURCHASE AGREEMENT Between FORD MOTOR CREDIT COMPANY LLC, as Sponsor And (November 1st, 2017)

EXCHANGE NOTE PURCHASE AGREEMENT, dated as of October 1, 2017 (this Agreement), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Sponsor, and FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting for its series of limited liability company interests designated as the 2017-B Series, as Depositor.

Artisan Partners Asset Manageme – ARTISAN PARTNERS HOLDINGS LP $200,000,000 $60,000,000 4.98% Senior Notes, Series A, Due August 16, 2017 $50,000,000 5.32% Senior Notes, Series B, Due August 16, 2019 $90,000,000 5.82% Senior Notes, Series C, Due August 16, 2022 NOTE PURCHASE AGREEMENT (November 1st, 2017)

ARTISAN PARTNERS HOLDINGS LP, a Delaware limited partnership (the "Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Ford Credit Auto Lease Trust 2017-B – EXCHANGE NOTE PURCHASE AGREEMENT Between FORD MOTOR CREDIT COMPANY LLC, as Sponsor And (October 26th, 2017)

EXCHANGE NOTE PURCHASE AGREEMENT, dated as of October 1, 2017 (this Agreement), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Sponsor, and FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, acting for its series of limited liability company interests designated as the 2017-B Series, as Depositor.