Note Purchase Agreement Sample Contracts

Planet Fitness, Inc. – CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2018-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) Dated as of July 19, 2018 Among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC, Planet Fitness Distribution LLC Each as a Guarantor, Planet Fitness Holdings, LLC, as Manager, CERTAIN CONDUIT INVESTORS, Each as a Conduit Investor, CERTAIN FINANCIAL INSTITUTIONS, Each as a Committed Note Purchaser, CERTAIN FUNDING AGENTS, ING Capital LLC, as L/C Provider, ING Capital LLC, as Swingline Lender, and ING Capital L (July 20th, 2018)

This Investor Group Supplement and all matters arising under or in any manner relating to this Investor Group Supplement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Madison Gas & Electric Co – Madison Gas and Electric Company $60,000,000 4.19% Senior Notes, Series A, Due 2048 $20,000,000 4.24% Senior Notes, Series B, Due 2053 $20,000,000 4.34% Senior Notes, Series C, Due 2058 Note Purchase Agreement Dated July 16, 2018 (July 17th, 2018)
New Mountain Finance Corp – Third Supplement to Amended and Restated Note Purchase Agreement New Mountain Finance Corporation (July 11th, 2018)

This Third Supplement to Amended and Restated Note Purchase Agreement (the Supplement) is between New Mountain Finance Corporation, a Delaware corporation (the Company), and the institutional investor named on Schedule A attached hereto (the Purchaser).

Senior Notes 4.22% Senior Notes, Due August 15, 2028 NOTE PURCHASE AGREEMENT (June 29th, 2018)

The Company has authorized the issue and sale of $125,000,000 aggregate principal amount of its 4.22% Senior Notes, due August 15, 2028 (the "Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by such Purchasers of such Notes and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Desert Hawk Gold Corp. – Note Purchase Agreement (June 29th, 2018)

THIS NOTE PURCHASE AGREEMENT (the "Agreement") is made as of October 14, 2016 (the "Effective Date") by and among Desert Hawk Gold Corp., a Nevada corporation (the "Company"), and the purchasers executing a purchaser signature page attached hereto (each, individually, a "Purchaser" and collectively, the "Purchasers"). Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Notes (defined below).

Senior Guaranteed Notes 4.07% Senior Guaranteed Notes, Due August 15, 2025 NOTE PURCHASE AGREEMENT (June 29th, 2018)

EL PASO ELECTRIC COMPANY, a Texas corporation (the "Company"), agrees with each of the Purchasers, and will instruct The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II (as successor to JPMorgan Chase Bank, N.A., in such capacity, the "Trustee") to cause the RIO GRANDE RESOURCES TRUST II (the "Issuer") to agree with each of the Purchasers as follows:

BioNano Genomics, Inc – Bionano Genomics, Inc. Note Purchase Agreement (June 28th, 2018)

THIS NOTE PURCHASE AGREEMENT (this Agreement) is made and entered into as of February 9, 2018, by and among BIONANO GENOMICS, INC., a Delaware corporation (the Company), and the persons and entities listed on the Schedule of Investors attached hereto as EXHIBIT A (individually, an Investor and collectively, the Investors).

Janel World Trade – Note Purchase Agreement (June 27th, 2018)

This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Richard Krogsrud ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).

Janel World Trade – Note Purchase Agreement (June 27th, 2018)

This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Michael L. Smith and Ardyce F. Smith 1994 Revocable Trust ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).

South Jersey Industries – Note Purchase Agreement (June 26th, 2018)

South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with each of the Purchasers as follows:

Helios & Matheson North America Inc. – Note Purchase Agreement (June 21st, 2018)

NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of June __, 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").

Helios & Matheson North America Inc. – Note Purchase Agreement (June 21st, 2018)

NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of June __, 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").

Sport Endurance, Inc. – Amendment No. 1 to Note Purchase Agreement (June 21st, 2018)

THIS AMENDMENT NO.1 dated as of June 14, 2018 to the Note Purchase Agreement, (this "Amendment"), is made by and among Sport Endurance, Inc., a Nevada corporation (the "Guarantor"), Yield Endurance, Inc., a New Jersey corporation ("Parent"), and Prism Funding Co. LP (the "Purchaser"). Guarantor, Parent and Purchaser are sometimes referred to herein individually as a "Party" and collectively as the "Parties". To the extent that capitalized terms are not defined in the text of this Amendment, such terms have the meanings set forth in the Note Purchase Agreement.

4.05% Series a Senior Notes Due June 15, 2025 4.22% Series B Senior Notes Due June 15, 2028 NOTE PURCHASE AGREEMENT (June 18th, 2018)

The Company will authorize the issue and sale of (i) $100,000,000 aggregate principal amount of its 4.05% Series A Senior Notes due June 15, 2025 (the "Series A Notes") and (ii) $50,000,000 aggregate principal amount of its 4.22% Series B Senior Notes due June 15, 2028 (the "Series B Notes"; and together with the Series A Notes, the "Notes"). The Series A Notes and Series B Notes shall be substantially in the form set out in Schedule 1-A and 1-B, respectively. References to "Series" of Notes shall refer to the Series A Notes or Series B Notes, or all, as the context may require. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

BioNano Genomics, Inc – Bionano Genomics, Inc. Note Purchase Agreement (June 12th, 2018)

THIS NOTE PURCHASE AGREEMENT (this Agreement) is made and entered into as of February 9, 2018, by and among BIONANO GENOMICS, INC., a Delaware corporation (the Company), and the persons and entities listed on the Schedule of Investors attached hereto as EXHIBIT A (individually, an Investor and collectively, the Investors).

New Jersey Resources Corporation $100,000,000 3.96% Senior Notes, Series 2018A, Due June 8, 2028 Note Purchase Agreement Dated as of June 8, 2018 (June 8th, 2018)
Note Purchase Agreement (June 7th, 2018)

This Note Purchase Agreement (this "Agreement"), dated as of June 1, 2018, is entered into by and between MGT Capital Investments, Inc., a Delaware corporation ("Company"), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns ("Investor").

Woodward International Holding B.V. Amendment No. 1 to Note Purchase Agreement (June 4th, 2018)

Each of Woodward International Holding B.V. (hereinafter, together with its successors and assigns, the Company) and Woodward, Inc. (hereinafter, together with its successors and assigns, the Parent Guarantor) agrees with you as follows:

Woodward, Inc. Amendment No. 1 to Note Purchase Agreement (June 4th, 2018)
Woodward, Inc. Amendment No. 1 to Note Purchase Agreement (June 4th, 2018)
EXTRA SPACE STORAGE LP EXTRA SPACE STORAGE INC. $300,000,000 4.39% SENIOR NOTES DUE JULY 17, 2028 NOTE PURCHASE AGREEMENT Dated May 25, 2018 (May 31st, 2018)
Amendment No. 1 to Note Purchase Agreement (May 25th, 2018)

TRUST INDENTURE AND MORTGAGE [ ], dated as of [ ] (this Trust Indenture), between UNITED AIRLINES, INC., a Delaware corporation (Owner), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the Mortgagee).

Cheniere Energy, Inc. – Amendment 3 to Amended and Restated Note Purchase Agreement (May 24th, 2018)

This Amendment 3 to Amended and Restated Note Purchase Agreement, dated as of May 22, 2018 (this Amendment), is by and among CHENIERE CCH HOLDCO II, LLC, a Delaware limited liability company (Issuer), CHENIERE ENERGY, INC., a Delaware corporation (Parent), EIG MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as administrative agent for the Note Holders (Agent), and the Note Holders (as defined in the Note Purchase Agreement described below) signatories hereto. Capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Note Purchase Agreement described below.

Index to Note Purchase Agreement (May 16th, 2018)

This NOTE PURCHASE AGREEMENT, dated as of May 15, 2018 (the Agreement), among (i) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), (ii) WILMINGTON TRUST COMPANY (WTC), a Delaware trust company, 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 Pass Through Trustee) under the Class C(R) Pass Through Trust Agreement, as subordination agent and trustee (in such capacity together with its successors in such capacity, the Subordination Agent) under the Intercreditor Agreement and as indenture trustee (in such capacity together with its successors in such capacity, the Indenture Trustee) under each Trust Indenture, (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national association, as Escrow Agent (in such capacity together with its successors in such capacity, the Escrow Agent) under the Escrow and Paying A

Bone Biologics, Corp. – Note Purchase Agreement (May 15th, 2018)

This Note Purchase Agreement, dated as of May 14, 2018 (this "Agreement"), is entered into by and between Bone Biologics Corporation, a Delaware corporation, (the "Company") and Hankey Capital, LLC ("HIC") ("Investor").

First Amendment to the Note Purchase Agreement (May 15th, 2018)

THIS FIRST AMENDMENT dated as of May 11, 2018 (the or this "First Amendment") to the Note Purchase Agreement dated as of March 12, 2018 is between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the "Company") and each of the institutions which is a signatory to this First Amendment (collectively, the "Purchasers").

First Supplemental Note Purchase Agreement (May 10th, 2018)

SECOND AMENDED AND RESTATED FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT, dated as of February 26, 2018 (this "Supplemental Note Purchase 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.

Global Boatworks Holdings, Inc. – Note Purchase Agreement (April 30th, 2018)
South Jersey Industries – Note Purchase Agreement (April 27th, 2018)

South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with each of the Purchasers as follows:

Ford Credit Auto Lease Trust 2018-A – EXCHANGE NOTE PURCHASE AGREEMENT Between FORD MOTOR CREDIT COMPANY LLC, as Sponsor And (April 26th, 2018)

EXCHANGE NOTE PURCHASE AGREEMENT, dated as of April 1, 2018 (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 2018-A Series, as Depositor.

Amendment No. 2 to Note Purchase Agreement and Amendment No. 1 to Security Agreements (April 25th, 2018)

This Amendment No. 2 to the Note Purchase Agreement dated May 20, 2016 and Amendment No. 1 to Security Agreements dated as of June 24, 2016 is dated as of April 20, 2018 (the or this "2018 Amendment") and is between and among Global Water Resources, Inc., a Delaware corporation (the "Company"), Global Water LLC, a Delaware limited liability company, West Maricopa Combine, LLC (f/k/a West Maricopa Combine, Inc.), U.S. Bank National Association, a national banking association, in its capacity as collateral agent for the benefit of the Noteholders (the"Collateral Agent") and each of the holders of the Notes signatory hereto (the "Noteholders").

Ford Credit Auto Lease Trust 2018-A – EXCHANGE NOTE PURCHASE AGREEMENT Between FORD MOTOR CREDIT COMPANY LLC, as Sponsor And (April 19th, 2018)

EXCHANGE NOTE PURCHASE AGREEMENT, dated as of April 1, 2018 (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 2018-A Series, as Depositor.

Aradigm Corp – Senior Note Purchase Agreement (April 18th, 2018)

THIS SENIOR NOTE PURCHASE AGREEMENT (this Agreement) is made as of April 13, 2018, by and between Aradigm Corporation, a California corporation (the Company) and the lenders named on Schedule A hereto (each, a Lender, and, collectively, the Lenders).

STAG Industrial, Inc. – First Amendment to the Note Purchase Agreement (April 13th, 2018)

THIS FIRST AMENDMENT dated as of April 10, 2018 (the or this "First Amendment") to the Note Purchase Agreement dated as of December 1, 2015 is between STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Issuer"), STAG INDUSTRIAL, INC., a Maryland corporation (the "Parent") and each of the institutions which is a signatory to this First Amendment (collectively, the "Noteholders").

STAG Industrial, Inc. – Second Amendment to the Note Purchase Agreement (April 13th, 2018)

THIS SECOND AMENDMENT dated as of April 10, 2018 (the or this "Second Amendment") to the Note Purchase Agreement dated as of December 18, 2014 is between STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Issuer"), STAG INDUSTRIAL, INC., a Maryland corporation (the "Parent") and each of the institutions which is a signatory to this Second Amendment (collectively, the "Noteholders").