EXECUTION VERSION TIFFANY & CO. ------------------------------------------------------- NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF APRIL 9, 2009 $50,000,000 PRINCIPAL AMOUNT OF 10.0% SERIES A SENIOR NOTES DUE APRIL 9, 2018 UP TO...Note Purchase and Private Shelf Agreement • April 13th, 2009 • Tiffany & Co • Retail-jewelry stores • Vermont
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • June 6th, 2016 • LTC Properties Inc • Real estate investment trusts • New York
AIG Asset Management (U.S.), LLC Each AIG Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided
SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • November 2nd, 2018 • Franklin Electric Co Inc • Motors & generators • New York
THIS SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this "Amendment"), is made and entered into as of July 30, 2018, by and among Franklin Electric Co., Inc., an Indiana corporation (the "Company"), NYL Investors LLC ("NYL Investors") and each of the undersigned holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the "Noteholders").
Alexander & Baldwin, Inc. (to be converted into a limited liability company named Alexander & Baldwin, LLC) AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT June 4, 2012Note Purchase and Private Shelf Agreement • June 7th, 2012 • Alexander & Baldwin Holdings, Inc. • Water transportation • New York
The undersigned, Alexander & Baldwin, Inc., a Hawaii corporation to be converted into a limited liability company named Alexander & Baldwin, LLC pursuant to the Conversion described in paragraph 1B (the “Company”), hereby agrees with you as follows:
THIRD AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • October 5th, 2022 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York
This Third Amendment to Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of September 30, 2022, by and among Tractor Supply Company, a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) 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”).
FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • May 20th, 2021 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT dated as of May 14, 2021 (this “Amendment”), is made by and among MGP Ingredients, Inc., a Kansas corporation (the “Company”), and the holders of Notes (as defined in the below described Note Agreement) (the “Noteholders”) listed on the signature pages hereto.
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Private Capital Los Angeles, CA 90067Note Purchase and Private Shelf Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
Reference is made to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as amended or otherwise modified from time to time, the “Agreement”), by and among Alexander & Baldwin, LLC, a Delaware limited liability company, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, any other LLC Series which hereafter becomes party to the Agreement pursuant to the requirements of paragraph 5G thereof, Alexander & Baldwin, Inc., a Hawaii corporation (formerly known as Alexander & Baldwin REIT Holdings, Inc.), and the other Persons which are or hereafter become Guarantors, Prudential and each Prudential Affiliate that is or may become bound by certain provisions thereof. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement (after giving effect to the amendments provided in this letter agreement).
LIPPERT COMPONENTS, INC. Guaranteed By: FIFTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF NOVEMBER 11, 2019 $50,000,000 3.80% SERIES B SENIOR NOTES DUE MARCH 29, 2022 and $200,000,000 REVOLVING PRIVATE SHELF FACILITYNote Purchase and Private Shelf Agreement • November 14th, 2019 • Lci Industries • Motor vehicle parts & accessories • New York
1A. Background. The Obligors, Prudential and each of the Series B Purchasers are parties to that certain Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 27, 2016 (as amended to date, the “Existing Agreement”), pursuant to which the Issuer issued its 3.35% Series A Senior Notes due March 20, 2020, in the aggregate original principal amount of $50,000,000 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor pursuant to paragraph 13D, the “Series A Notes”). On March 29, 2019, the Issuer refinanced the Series A Notes and issued its 3.80% Series B Senior Notes due March 29, 2022 (the “Series B Notes”) pursuant to the shelf facility under the Existing Agreement, the proceeds of which were applied to repay the Series A Notes in full.
SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • August 11th, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Each Prudential Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided)
NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • April 30th, 2004 • Northwest Pipe Co • Steel pipe & tubes • New York
CHS INC. AMENDMENT NO. 6 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • September 11th, 2015 • CHS Inc • Wholesale-farm product raw materials • Illinois
AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • November 12th, 2013 • Digital Realty Trust, L.P. • Real estate • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) is entered into between Digital Realty Trust, L.P. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and the other Purchasers party to the Note Agreement referred to below, on the other hand.
FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 23rd, 2023 • Old Dominion Freight Line, Inc. • Trucking (no local) • New York
AMENDMENT No. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 11th, 2008 • CHS Inc • Wholesale-farm product raw materials • Illinois
THIS AMENDMENT No. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT is dated as of January 18, 2008 (this “Amendment”) is made to the Note Purchase and Private Shelf Agreement dated as of April 13, 2004 (the “Note Agreement”) among CHS Inc. (formerly known as Cenex Harvest States Cooperatives), a nonstock agricultural cooperative organized under the laws of the State of Minnesota (the “Company”) and Prudential Investment Management, Inc., (“PIM”), The Prudential Insurance Company of America, ING Life Insurance and Annuity Company, United of Omaha Life Insurance Company, Reliastar Life Insurance Company, Mutual of Omaha Insurance Company and each Prudential Affiliate which becomes party thereto in accordance with the terms of such agreement (jointly the “Purchasers”). This Amendment shall be effective as of the time determined in accordance with in Section 6 below.
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT and PRIVATE SHELF FACILITY Dated as of June 30, 2014Note Purchase and Private Shelf Agreement • July 3rd, 2014 • Twin Disc Inc • General industrial machinery & equipment • New York
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • November 2nd, 2021 • Lci Industries • Motor vehicle parts & accessories • New York
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of September 7, 2021 (this “Agreement”), among Lippert Components, Inc., a Delaware corporation (the “Issuer”), LCI Industries, a Delaware corporation (f/k/a Drew Industries Incorporated) (the “Parent” and, together with the Issuer, collectively, the “Obligors”), PGIM, Inc. (“Prudential”), and each of the holders of Series B Notes (as defined below) (collectively, the “Noteholders”) party hereto.
AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • August 4th, 2010 • Digital Realty Trust, L.P. • Real estate • New York
THIS AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) is entered into between Digital Realty Trust, L.P. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and the other Purchasers party to the Note Agreement referred to below, on the other hand.
AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 24th, 2014 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of April 5, 2012 (this “Agreement”), is among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation (the “Company”), PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”) and each of the holders of Notes (as defined below) (collectively, the “Noteholders”).
NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 14th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Each of the undersigned, Cubic Corporation, a Delaware corporation (the “Company”), and certain direct and indirect Subsidiaries of the Company from time to time party to this Agreement as Guarantors, agrees with each of the Purchasers as follows:
FIFTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • September 6th, 2023 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This FIFTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT dated as of August 31, 2023 (this “Amendment”), but effective as of the Effective Date (as defined in Section 2 hereof) is made by and among MGP Ingredients, Inc., a Kansas corporation (the “Company”), PGIM, Inc. (“Prudential”), and the holders of Notes (as defined in the below described Note Agreement) (the “Noteholders”) listed on the signature pages hereto.
CHS, INC. NOTE PURCHASE AND PRIVATE SHELF AGREEMENT $15,000,000 4.08% Series F Senior Notes due April 13, 2010 $15,000,000 4.39% Series G Senior Notes due April 13, 2011 and Private Shelf Facility Dated as of April 13, 2004Note Purchase and Private Shelf Agreement • July 12th, 2004 • CHS Inc • Wholesale-farm product raw materials • Illinois
Each of the Purchasers named in the Purchaser Schedule attached hereto as purchasers of Series F Notes or Series G Notes (the “Initial Purchasers”)
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 25th, 2011 • Drew Industries Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 1, dated as of February 24, 2011 (this “Agreement”), to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 25, 2008 (as amended, restated or otherwise modified from time to time, the “Shelf Agreement”), among KINRO, INC., an Ohio corporation (“Kinro”), LIPPERT COMPONENTS, INC., a Delaware corporation (“Lippert Components”; and together with Kinro, collectively, the “Co-Issuers”), DREW INDUSTRIES INCORPORATED, a Delaware corporation (the “Parent”, and together with the Co-Issuers, collectively, the “Obligors”), the other Credit Parties (as defined in the Shelf Agreement) party hereto, and PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential”).
RAMCO-GERSHENSON PROPERTIES, L.P. $50,000,000 4.65% Senior Guaranteed Notes, Series A, due 2024 $50,000,000 4.74% Senior Guaranteed Notes, Series B, due 2026 and Private Shelf Facility NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of May 28, 2014Note Purchase and Private Shelf Agreement • July 30th, 2014 • Ramco Gershenson Properties Trust • Real estate investment trusts • New York
To each other Prudential Affiliate which becomes bound by this Agreement as hereinafter provided (together with the Initial Purchasers, each a “Purchaser” and collectively, the “Purchasers”)
CHS INC. AMENDMENT NO. 4 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • November 23rd, 2015 • CHS Inc • Wholesale-farm product raw materials • Illinois
CHS Inc., formerly known as Cenex Harvest States Cooperatives (hereinafter, together with its successors and assigns, the "Company"), agrees with you as follows:
DIGITAL REALTY TRUST, L.P. NOTE PURCHASE AND PRIVATE SHELF AGREEMENT 7.00% Series A Senior Notes Due July 24, 2011 ($25,000,000 Aggregate Original Principal Amount) $175,000,000 Private Shelf Facility July 24, 2008Note Purchase and Private Shelf Agreement • August 8th, 2008 • Digital Realty Trust, Inc. • Real estate investment trusts • New York
Each of the undersigned, Digital Realty Trust, L.P., a Maryland limited partnership (the “Company”), Digital Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”), and the other entities listed on the signature pages hereof as the “Guarantors” (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 21.7, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) agrees with each of the Purchasers as follows:
SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 7th, 2013 • Nordson Corp • General industrial machinery & equipment, nec • New York
THIS SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), is made and entered into as of February 12, 2013, by and among Nordson Corporation, an Ohio corporation (the “Company”), New York Life Investment Management LLC (“NYLIM”) and each of the undersigned holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).
AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 25th, 2011 • Digital Realty Trust, L.P. • Real estate • New York
THIS AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) is entered into between Digital Realty Trust, L.P. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and the other Purchasers party to the Note Agreement referred to below, on the other hand.
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FOR PRIVATE SHELF FACILITY Dated as of September 30, 2016Note Purchase and Private Shelf Agreement • December 15th, 2016 • Nordson Corp • General industrial machinery & equipment, nec • New York
ACE HARDWARE CORPORATION 6.47% Series A Senior Notes Due June 22, 2008 Private Shelf Facility AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of August 23, 1996 ACE HARDWARE CORPORATION 2200 Kensington Court Oak Brook, Illinois...Note Purchase and Private Shelf Agreement • March 12th, 1997 • Ace Hardware Corp • Wholesale-hardware & plumbing & heating equipment & supplies
SCHAWK, INC. THIRD AMENDMENT Dated as of November 17, 2010 to NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of January 28, 2005 Re: $20,000,000 4.99% Series D Senior Notes Due January 28, 2011 and $20,000,000 5.17% Series E Senior Notes Due...Note Purchase and Private Shelf Agreement • November 18th, 2010 • Schawk Inc • Service industries for the printing trade • New York
THIS THIRD AMENDMENT dated as of November 17, 2010 (the or this “Third Amendment”) to the Note Purchase and Private Shelf Agreement dated as of January 28, 2005 is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 19th, 2021 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 25th, 2015 • MSA Safety Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MSA SAFETY INCORPORATED, a Pennsylvania corporation (together with its successors and assigns, the “Company”) and MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (as successor to Mine Safety Appliances Company, a Pennsylvania corporation) (together with its successors and assigns, “MSA”), agree with Prudential and each of the Purchasers as set forth below.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • February 2nd, 2023 • Modine Manufacturing Co • Motor vehicle parts & accessories
This Fourth Amendment dated as of November 21, 2022 (this “Fourth Amendment”) to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019, as amended by the First Amendment dated as of January 31, 2020, Second Amendment dated as of May 19, 2020 and Third Amendment dated as of May 18, 2021 (as amended, the “Note Agreement”) is between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), PGIM, Inc. (“Prudential”) and each holder of the Series A Notes, the Series B Notes and the Series C Notes (collectively, the “Noteholders”).
FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • December 22nd, 2009 • Stanley Furniture Co Inc. • Wood household furniture, (no upholstered) • New York
THIS FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), is made and entered into as of December 18, 2009, by and among Stanley Furniture Company, Inc. (the “Company”), The Prudential Insurance Company of America (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (Prudential and such holders of Notes, together with their successors and assigns, the “Noteholders”).
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • June 6th, 2007 • Northwest Pipe Co • Steel pipe & tubes • New York