Note Purchase and Guarantee Agreement Sample Contracts

FIFTH AMENDMENT AND WAIVER TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • August 15th, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Fifth Amendment and Waiver to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of August 9, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), each of the Subsidiary Guarantors set forth on the signature pages to this Amendment and each of the holders of the Notes (as defined below) set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

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AMENDMENT NO. 6 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • July 7th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York

THIS AMENDMENT NO. 6 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of July 1, 2015 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”).

TENTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • December 20th, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Tenth Amendment to Note Purchase and Guarantee Agreement (this “Tenth Amendment”), dated as of December 18, 2017 (the “Tenth Amendment Effective Date”), is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), each of the Subsidiary Guarantors set forth on the signature pages to this Amendment and each of the holders of the Notes (as defined below) set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

FIRST AMENDMENT TO Note purchase AND GUARANTEE agreement
Note Purchase and Guarantee Agreement • November 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York

THIS FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment Agreement”), dated as of October 27, 2021, is entered into by and among GETTY REALTY CORP., a Maryland corporation (the “Company”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto. Except as provided below, capitalized terms used in this Agreement and not defined herein have the respective meanings set forth in the Note Purchase Agreement described below.

CSP OPERATING PARTNERSHIP, LP (TO BE RENAMED GPT OPERATING PARTNERSHIP LP UPON CONSUMMATION OF THE MERGER) GPT PROPERTY TRUST LP 4.97% GUARANTEED SENIOR NOTES DUE DECEMBER 17, 2024 GUARANTEED BY: CHAMBERS STREET PROPERTIES (TO BE RENAMED GRAMERCY...
Note Purchase and Guarantee Agreement • December 18th, 2015 • Gramercy Property Trust • Real estate investment trusts • New York

Each of CSP Operating Partnership, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger, together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), GPT Property Trust LP, a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, “GPT Property Trust” and, together with the Company, collectively, the “Issuers”), and Chambers Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger, together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Parent Guarantor” and, together with the Issuers, collectively, the “Obligors”), agrees with each of the Purchasers as follows:

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. WAIVER, CONSENT AND...
Note Purchase and Guarantee Agreement • May 4th, 2023 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses

WAIVER, CONSENT AND FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of March 15, 2023, is entered into by and among BLUE APRON, LLC, a Delaware limited liability company (the “Company”), each Guarantor party hereto (the “Guarantors” and together with the Company (the “Obligors”)), the Purchasers party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the collateral agent for the holders (in such capacity, the “Collateral Agent”).

AMENDMENT NO. 4 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • January 15th, 2015 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York

THIS AMENDMENT NO. 4 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of January 9, 2015 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined herein shall have the respec

AMENDMENT NO. 8 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • March 4th, 2016 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York

THIS AMENDMENT NO. 8 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of February 26, 2016 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”).

CHICAGO BRIDGE & IRON COMPANY (DELAWARE), the Company CHICAGO BRIDGE & IRON COMPANY N.V., as Parent Guarantor U.S.$200,000,000 4.53% SENIOR NOTES DUE JULY 30, 2025 NOTE PURCHASE AND GUARANTEE AGREEMENT Dated July 22, 2015
Note Purchase and Guarantee Agreement • July 24th, 2015 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

THIS SUBSIDIARY GUARANTEE AGREEMENT, dated as of July 30, 2015 (this “Guarantee Agreement”), is made by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 15.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

WAIVER AND THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • November 4th, 2022 • Procaps Group, S.A. • Pharmaceutical preparations • New York

THIS WAIVER AND THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of November 1, 2022, is entered into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”).

SECOND AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Second Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 29, 2016, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

EIGHTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • December 20th, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Eighth Amendment to Note Purchase and Guarantee Agreement (this “Eighth Amendment”), dated as of December 18, 2017 (the “Eighth Amendment Effective Date”), is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), each of the Subsidiary Guarantors set forth on the signature pages to this Amendment and each of the holders of the Notes (as defined below) set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • October 28th, 2015 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This First Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of October 27, 2015, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • October 28th, 2015 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Third Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of October 27, 2015, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

Second AMENDMENT TO Note purchase AND GUARANTEE agreement
Note Purchase and Guarantee Agreement • November 4th, 2022 • Procaps Group, S.A. • Pharmaceutical preparations • New York

THIS SECOND AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of February 28, 2022, is entered into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”), Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto.

GETTY REALTY CORP. * $100,000,000 6.0% SERIES A Guaranteed Senior Notes due February 25, 2021 $75,000,000 5.35% Series B Guaranteed Senior Notes due June 2, 2023 AMENDED AND RESTATED NOTE PURCHASE AND GUARANTEE AGREEMENT Dated as of June 2, 2015
Note Purchase and Guarantee Agreement • August 10th, 2015 • Getty Realty Corp /Md/ • Real estate • New York

GETTY REALTY CORP., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), and each of its Subsidiaries party hereto as a “Subsidiary Guarantor” (collectively, the “Initial Subsidiary Guarantors”) agree with each of the Purchasers as follows:

SEE SECTION 21 REGARDING NOTICE TO THE COMPANY OF SUBPOENA OR OTHER LEGAL PROCESS SEEKING DISCLOSURE OF CONFIDENTIAL INFORMATION
Note Purchase and Guarantee Agreement • May 5th, 2017 • Getty Realty Corp /Md/ • Real estate • New York

GETTY REALTY CORP., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), and each of its Subsidiaries party hereto as a “Subsidiary Guarantor” (collectively, the “Initial Subsidiary Guarantors”) agree with each of the Purchasers as follows:

FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • September 6th, 2022 • Blue Apron Holdings, Inc. • Retail-catalog & mail-order houses • New York

This FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (the “Amendment”), dated as of August 30, 2022, is entered into by and among BLUE APRON, LLC, a Delaware limited liability company (the “Company”), each Guarantor party hereto (the “Guarantors”), The Bank of New York Mellon Trust Company, N.A., as collateral agent for the holders of the Notes (the “Collateral Agent”) and each holder of the Notes party hereto (the “Holders”).

SIXTH AMENDMENT AND WAIVER TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • May 10th, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Sixth Amendment and Waiver to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

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AMENDMENT NO. 1 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • July 28th, 2014 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of July 23, 2014 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined herein shall have the respecti

FIFTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Fifth Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of February 24, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

AMENDMENT NO. 2 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • October 28th, 2015 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Amendment No. 2 to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of June 30, 2015, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Parent Guarantor”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company” and, together with the Parent Guarantor, the “Obligors”), and each of the Purchasers signatory hereto (the “Purchasers”).

AMENDMENT NO. 2 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • November 5th, 2014 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of November 4, 2014 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined herein shall have the respe

AMENDMENT NO. 3 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • December 9th, 2014 • Chefs' Warehouse, Inc. • Wholesale-groceries, general line • New York

THIS AMENDMENT NO. 3 TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of December 3, 2014 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”, and together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined herein shall have the respe

AMENDMENT NO. 1 TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • December 30th, 2013 • Getty Realty Corp /Md/ • Real estate • New York

AMENDMENT NO. 1 TO NOTE PURCHASE AND GUARANTEE AGREEMENT, dated as of December 23, 2013 (this “Agreement”), is among GETTY REALTY CORP., a Maryland corporation (the “Company”), and each of its Subsidiaries party hereto (collectively, the “Subsidiary Guarantors”, together with the Company, the “Obligors”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).

THIRD AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • March 1st, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Third Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of February 24, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the institutions set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

Contract
Note Purchase and Guarantee Agreement • July 26th, 2018 • Getty Realty Corp /Md/ • Real estate • New York

SEE SECTION 21 REGARDING NOTICE TO THE COMPANY OF SUBPOENA OR OTHER LEGAL PROCESS SEEKING DISCLOSURE OF CONFIDENTIAL INFORMATION

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED Note purchase AND GUARANTEE agreement
Note Purchase and Guarantee Agreement • November 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York

THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment Agreement”), dated as of October 27, 2021, is entered into by and among GETTY REALTY CORP., a Maryland corporation (the “Company”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto. Except as provided below, capitalized terms used in this Agreement and not defined herein have the respective meanings set forth in the Note Purchase Agreement described below.

MARKIT GROUP HOLDINGS LIMITED U.S.$210,000,000 3.73% Series A Senior Notes due November 4, 2022 and U.S.$290,000,000 4.05% Series B Senior Notes due November 4, 2025 NOTE PURCHASE AND GUARANTEE AGREEMENT Dated as of November 4, 2015
Note Purchase and Guarantee Agreement • March 11th, 2016 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services

MARKIT GROUP HOLDINGS LIMITED, (Registered No. 06240773), a company incorporated in England (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”) and MARKIT LTD. (Registered No. 48610), a company incorporated in Bermuda (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Parent Guarantor”), each agrees with each of the purchasers whose names appear in Schedule A (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

NINTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT
Note Purchase and Guarantee Agreement • December 7th, 2017 • Chicago Bridge & Iron Co N V • Construction - special trade contractors • New York

This Ninth Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 6, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws of The Netherlands (the “Parent Guarantor” and, together with the Company, the “Obligors”), and each of the holders of the Notes (as defined below) set forth on the signature pages to this Amendment (collectively, the “Noteholders”).

FIRST AMENDMENT TO AMENDED AND RESTATED Note purchase AND GUARANTEE agreement
Note Purchase and Guarantee Agreement • November 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment Agreement”), dated as of October 27, 2021, is entered into by and among GETTY REALTY CORP., a Maryland corporation (the “Company”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto. Except as provided below, capitalized terms used in this Agreement and not defined herein have the respective meanings set forth in the Note Purchase Agreement described below.

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