Note Purchase Agreement Sample Contracts

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Agree Realty Corporation – $100,000,000 4.19% Senior Guaranteed Notes Due September 20, 2029 Note Purchase Agreement Dated as of August 3, 2017 (October 23rd, 2017)

Agree Limited Partnership, a Delaware limited partnership (the "Company"), and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the "Parent Guarantor"), 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:

China Wind Systems – Note Purchase Agreement (October 11th, 2017)

THIS NOTE PURCHASE AGREEMENT (the "Purchase Agreement") dated as of 9 October 2017, is between Cleantech Solutions International, Inc., a Nevada corporation (the "Company"), and Chong Ou Holdings Group Company Limited, incorporated in British Virgin Islands (the "Purchaser").

Madison Gas & Electric Co – Note Purchase Agreement (October 5th, 2017)
Xfit Brands, Inc. – Note Purchase Agreement (October 5th, 2017)

This NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of September 21, 2017, by and between XFit Brands, Inc., a Nevada corporation, with headquarters located at 25731 Commercentre Drive, Lake Forest, CA 92630 (the "Company"), and the person whose name is provided on the signature page hereof (the "Buyer").

Hispanica International Delights Of America, Inc. – Note Purchase Agreement (October 3rd, 2017)

This Note Purchase Agreement (this "Agreement") is made as of September 25, 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").

Connecticut Water Service, Inc. – 3.53% Senior Notes Due September 25, 2037 NOTE PURCHASE AGREEMENT (September 29th, 2017)

The Company will authorize the issue and sale of $35,000,000 aggregate principal amount of its 3.53% Senior Notes due September 25, 2037 (the "Notes"). The Notes shall be substantially in the form set out in Schedule 1. 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.

SmooFi, Inc. – Note Purchase Agreement (September 28th, 2017)

This Note Purchase Agreement (this "Agreement") is made and entered into as of the 14th day of August 2017, by and between NuLife Sciences Inc., a Nevada corporation ("Seller") and Kingdom Building, Inc. ("Purchaser"), collectively referred to herein as the "Parties" or individually as a "Party".

SmooFi, Inc. – Note Purchase Agreement (September 28th, 2017)

This Note Purchase Agreement (this "Agreement") is made and entered into as of the 23rd day of August 2017, by and between NuLife Sciences Inc., a Nevada corporation ("Seller") and Matthew Hayden ("Purchaser"), collectively referred to herein as the "Parties" or individually as a "Party".

Aaron's, Inc. – Amendment No. 4 to Note Purchase Agreement (September 21st, 2017)

Each of AARONS, INC., a Georgia corporation (together with its successors and assigns, the Company), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, AIC, and, together with the Company, collectively, the Issuers), hereby agrees with each Purchaser as follows:

Aaron's, Inc. – Amendment No. 4 to Note Purchase Agreement (September 21st, 2017)

Each of AARONS, INC., a Georgia corporation (together with its successors and assigns, the Company), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, AIC, and, together with the Company, collectively, the Issuers), hereby agrees with each Purchaser as follows:

Aaron's, Inc. – Amendment No. 7 to Note Purchase Agreement (September 21st, 2017)

Each of AARONS, INC., a Georgia corporation (together with its successors and assigns, the Company), AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, AIC; and, together with the Company and each Additional Obligor made a party to this Agreement pursuant to the terms of paragraph 5H hereof, collectively, the Obligors), hereby agrees with each Purchaser as follows:

First Amendment to the Series 2012-1 Class A-1 Note Purchase Agreement (August 24th, 2017)

This AMENDMENT TO THE SERIES 2012-1 CLASS A-1 NOTE PURCHASE AGREEMENT (this Amendment), dated as of August 18, 2017, amends the Series 2012-1 Class A-1 Note Purchase Agreement, dated as of November 29, 2012 (as amended, modified or supplemented from time to time, the Purchase Agreement), by and among Iconix Brand Group, Inc., a Delaware corporation (the Manager), Icon Brand Holdings LLC, a Delaware limited liability company (Brand Holdings II), Icon DE Intermediate Holdings LLC, a Delaware limited liability company (Brand Holdings I), Icon DE Holdings LLC, a Delaware limited liability company (IP Holder I) and Icon NY Holdings LLC, a Delaware limited liability company (IP Holder II and, together with Brand Holdings II, Brand Holdings I and IP Holder I, collectively, the Co-Issuers), each of the undersigned Series 2012-1 Class A-1 Investors (collectively, the Noteholder Consenting Parties), the Series 2012-1 Class A-1 Noteholders and Guggenheim Securities Credit Partners, LLC, as admini

Bone Biologics, Corp. – Note Purchase Agreement (August 23rd, 2017)

This Note Purchase Agreement, dated as of August 11, 2017 (this "Agreement"), is entered into by and between Bone Biologics Corporation, a Delaware corporation, (the "Company") and Hankey Capital, LLC ("HIC") ("Investor").

South Jersey Industries – SOUTH JERSEY INDUSTRIES, INC. $25,000,000 3.22% Senior Notes, Series 2017a-1, Due August 16, 2024 $25,000,000 3.46% Senior Notes, Series 2017b-1, Due August 16, 2027 $25,000,000 3.32% Senior Notes, Series 2017a-2, Due January 16, 2025 $25,000,000 3.56% Senior Notes, Series 2017b-2, Due January 16, 2028 NOTE PURCHASE AGREEMENT Dated August 16, 2017 (August 16th, 2017)

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 whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

Note Purchase Agreement American Airlines 2017-2 Aircraft EETC (August 14th, 2017)

This INDENTURE AND SECURITY AGREEMENT ([Reg. No.]), dated as of, , 20 2, is made by and between AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, the Loan Trustee).

Gi Dynamics, Inc. Note Purchase Agreement (August 14th, 2017)

THIS NOTE PURCHASE AGREEMENT (this Agreement) is made as of the 15th day of June, 2017 (the Effective Date) by and among GI DYNAMICS, INC., a Delaware corporation (the Company), and CRYSTAL AMBER FUND LIMITED (the Purchaser). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).

Communication Intelligence – iSign Solutions Inc. Note Purchase Agreement (August 14th, 2017)

This note purchase agreement (the "Agreement") is dated as of May __, 2017, by and among Isign solutions inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule A attached hereto, each of which is herein referred to as an "Initial Purchaser" and the purchasers listed from time to time on Schedule B attached hereto, each of which is herein referred to as an "Additional Purchaser" and, collectively, as the "Purchasers").

Note Purchase Agreement (August 14th, 2017)

THIS FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment"), is made and entered into as of August 8, 2017, by and among National Health Investors, Inc., a Maryland corporation, (the "Company"), 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").

Debt and Note Purchase Agreement (August 9th, 2017)

the number of Warrant Shares underlying the portion of this Warrant which the Holder requests to exercise pursuant to this Section 2A.

Numerex Corp. – Note Purchase Agreement (August 8th, 2017)

THIS NOTE PURCHASE AGREEMENT, dated as of June 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), by and among NUMEREX CORP., a Pennsylvania corporation (the "Borrower"), the Guarantors from time to time party hereto, the Purchasers from time to time party hereto, and HCP-FVF, 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").

Amended and Restated Note Purchase Agreement (August 4th, 2017)

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of August 2, 2017, but effective as of the Effective Date (as defined in Section 2 hereof) (this "Amendment"), to the Amended and Restated Note Purchase Agreement dated as of March 31, 2017 (as amended by the Limited Consent and Amendment No. 1 to Amended and Restated Note Purchase Agreement dated as of June 22, 2017, the "Existing Note Purchase Agreement" and as the same shall be amended hereby, the "Note Purchase Agreement"), is among NGL Energy Partners LP, a Delaware limited partnership (the "Company"), the Guarantors (solely with respect to Section 5(c) hereof) and the holders of Notes listed on the signature pages hereto (collectively, the "Noteholders").

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of July 28, 2017 by and Among MALLINCKRODT SECURITIZATION S.A R.L., as Issuer, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and MALLINCKRODT LLC, as Initial Servicer Variable Funding Asset Backed Notes (August 1st, 2017)

This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of July 28, 2017 by and among the following parties:

Imperial Holdings – NOTE PURCHASE AGREEMENT Among THE INVESTORS REFERRED TO HEREIN and THE SELLERS REFERRED TO HEREIN July 28, 2017 (August 1st, 2017)

This Note Purchase Agreement (this Agreement) is dated as of July 28, 2017, by and among each investor listed on Schedule 1 attached hereto (each, including its successors and assigns, an Investor and collectively the Investors), PJC Investments, LLC, a Texas limited liability company (PJC), and each seller listed on Schedule 1 attached hereto (each, including its successors and assigns, a Seller and collectively the Sellers).

Public Service Co Of New Mexico – PUBLIC SERVICE COMPANY OF NEW MEXICO $55,000,000 3.15% Senior Unsecured Notes, Series A, Due May 15, 2023 $104,000,000 3.45% Senior Unsecured Notes, Series B, Due May 15, 2025 $88,000,000 3.68% Senior Unsecured Notes, Series C, Due May 15, 2028 $15,000,000 3.78% Senior Unsecured Notes, Series D, Due August 1, 2028 $38,000,000 3.93% Senior Unsecured Notes, Series E, Due May 15, 2033 $45,000,000 4.22% Senior Unsecured Notes, Series F, Due May 15, 2038 $20,000,000 4.50% Senior Unsecured Notes, Series G, Due May 15, 2048 $85,000,000 4.60% Senior Unsecured Notes, Series H, Due August 1, 2048 NOTE P (July 28th, 2017)

Public Service Company of New Mexico, a New Mexico corporation (the "Company"), agrees with each of the Purchasers as follows:

Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, Inc. Note Purchase Agreement (July 17th, 2017)

Vectren Utility Holdings, Inc., an Indiana corporation (the "Company"), and Indiana Gas Company, Inc., an Indiana corporation ("Indiana Gas"), Southern Indiana Gas and Electric Company, an Indiana corporation ("SIGECO") and Vectren Energy Delivery of Ohio, Inc., an Ohio corporation ("VEDO" and, together with the Indiana Gas and SIGECO and any guarantors added to this Agreement from time to time are individually a "Guarantor" and collectively, the "Guarantors" and together with the Company are individually 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:

Aemetis Inc – Note Purchase Agreement (July 14th, 2017)

This NOTE PURCHASE AGREEMENT (this "Agreement") dated as of July 10, 2017, is made among GOODLAND ADVANCED FUELS, INC., a Delaware corporation (the "Borrower"), THIRD EYE CAPITAL CORPORATION, an Ontario corporation, for itself and as administrative agent and collateral agent for and on behalf of the Noteholders (in such aforesaid capacities, or any successor or assign in such capacities, the "Agent"), and the Noteholders made a party hereto from time to time.

CAI-International – NOTE PURCHASE AGREEMENT Dated as of June 29, 2017 Among CAL FUNDING III LIMITED as Issuer and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES LLC BBVA SECURITIES INC. And MUFG SECURITIES AMERICAS INC. As the Initial Purchasers CONTAINER APPLICATIONS LIMITED as Seller and Manager and CAI INTERNATIONAL, INC. As Sub-Manager and Performance Guarantor (July 11th, 2017)

NOTE PURCHASE AGREEMENT (as amended, modified and supplemented from time to time in accordance with its terms, the "Agreement"), dated as of June 29, 2017, by and among:

Amended & Restated Note Purchase Agreement (July 10th, 2017)

THIS AMENDED & RESTATED NOTE PURCHASE AGREEMENT, is made as of July 10, 2017 (this "Agreement"), by and among OpGen, Inc., a Delaware corporation (the "Company"), and jVen Capital, LLC, a Delaware limited liability company (the "Investor"). Certain capitalized terms used in this Agreement are set forth in Section 1.4.

New Mountain Finance Corp – First Supplement to Amended and Restated Note Purchase Agreement New Mountain Finance Corporation (July 3rd, 2017)

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

EXTRA SPACE STORAGE LP EXTRA SPACE STORAGE INC. $300,000,000 3.95% Senior Notes Due August 24, 2027 NOTE PURCHASE AGREEMENT Dated June 29, 2017 (June 30th, 2017)

Each of EXTRA SPACE STORAGE LP, a Delaware limited partnership (the "Issuer"), and EXTRA SPACE STORAGE INC., a Maryland corporation (the "REIT"), jointly and severally, agree with each of the Purchasers as follows:

INTREPID POTASH, INC. FOURTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Senior Secured Notes, Series A, Due April 16, 2020 Senior Secured Notes, Series B, Due April 14, 2023 Senior Secured Notes, Series C, Due April 16, 2025 (June 30th, 2017)

Reference is made to the Amended and Restated Note Purchase Agreement dated as of October 31, 2016 among Intrepid Potash, Inc. (the Company) and the Existing Noteholders listed in Schedule A attached thereto, as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of November 9, 2016, the Second Amendment to Amended and Restated Note Purchase Agreement dated as of November 21, 2016 and the Third Amendment to Amended and Restated Note Purchase Agreement dated as of December 22, 2016 (as so amended, the Existing Note Purchase Agreement). You are referred to herein individually as a Holder and collectively as the Holders. The Existing Note Purchase Agreement, as amended by this Fourth Amendment to Amended and Restated Note Purchase Agreement (this Amendment Agreement) and as may be further amended, restated, supplemented or otherwise modified from time to time, is referred to herein as the Note Purchase Agreement. Capitalized terms used and not otherw

FIRST LIEN NOTE PURCHASE AGREEMENT Dated as of June 29, 2017 Among BIOSCRIP, INC., as Issuer, THE PURCHASERS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (June 29th, 2017)

THIS FIRST LIEN NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2017, by and among BIOSCRIP, INC., a Delaware corporation (the "Issuer"), the several financial institutions and purchasers from time to time party hereto (the "Purchasers"), and Wells Fargo Bank, National Association, in its capacity as collateral agent for itself and the Purchasers (the "Collateral Agent").

SECOND LIEN NOTE PURCHASE AGREEMENT Dated as of June 29, 2017 Among BIOSCRIP, INC., as Issuer, THE PURCHASERS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (June 29th, 2017)

THIS SECOND LIEN NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2017, by and among BIOSCRIP, INC., a Delaware corporation (the "Issuer"), the several financial institutions and purchasers from time to time party hereto (the "Purchasers"), and Wells Fargo Bank, National Association, in its capacity as collateral agent for itself and the Purchasers (the "Collateral Agent").

Tintri, Inc. – Note Purchase Agreement (June 29th, 2017)

This Note Purchase Agreement, dated as of May 4, 2017 (this Agreement), is entered into by and among Tintri, Inc., a Delaware corporation (the Company), and the persons and entities listed on Schedule II hereto (each an Investor and, collectively, the Investors).

Pacific Ethanol – Note Purchase Agreement (June 27th, 2017)

THIS NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of June 26, 2017 by and among Pacific Ethanol, Inc., a Delaware corporation with headquarters located at 400 Capitol Mall, Suite 2060, Sacramento, CA 95814 (the "Company"), and the investors listed on the schedule of investors attached hereto as Exhibit A (individually, an "Investor" and collectively, the "Investors").