Note Purchase And Private Shelf Agreement Sample Contracts

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Note Purchase and Private Shelf Agreement (August 24th, 2017)
Tractor Supply Company Private Shelf Facility Note Purchase and Private Shelf Agreement Dated August 14, 2017 (August 16th, 2017)
Cubic – Re: First Amendment of Second Amended and Restated Note Purchase and Private Shelf Agreement. Ladies and Gentlemen: (May 8th, 2017)

Reference is made to the Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of August 11, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Note Agreement"), by and among Cubic Corporation, a Delaware corporation (the "Company"), the Guarantors from time to time party thereto and the Purchasers from time to time party thereto. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Note Agreement.

Coca-Cola Bottling Co. Consolidated – COCA-COLA BOTTLING CO. CONSOLIDATED PRIVATE SHELF FACILITY NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated June 10, 2016 (January 20th, 2017)
Nordson Corporation – AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FOR PRIVATE SHELF FACILITY Dated as of September 30, 2016 (December 15th, 2016)
Modine Manufacturing Company – Amended and Restated Note Purchase and Private Shelf Agreement (November 21st, 2016)

The Company, Prudential and the Existing Holders are parties to that certain Note Purchase and Private Shelf Agreement, dated as of August 12, 2010 (as amended prior to the date hereof, the "Existing Note Agreement"), under which the Company has issued and sold, and the Existing Holders have purchased, the Existing Series A Notes (defined below).

First Amendment to Note Purchase and Private Shelf Agreement (November 1st, 2016)

THIS FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this "Amendment"), is made and entered into as of October 28, 2016, 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").

MATSON, INC. $105,000,000 ORIGINAL PRINCIPAL AMOUNT OF SERIES B SENIOR GUARANTEED NOTES DUE 2020 $77,500,000 ORIGINAL PRINCIPAL AMOUNT OF SERIES C-1 SENIOR GUARANTEED NOTES DUE 2023 $55,000,000 ORIGINAL PRINCIPAL AMOUNT OF SERIES C-2 SENIOR GUARANTEED NOTES DUE 2027 $37,500,000 ORIGINAL PRINCIPAL AMOUNT OF SERIES C-3 SENIOR GUARANTEED NOTES DUE 2032 $200,000,000 ORIGINAL PRINCIPAL AMOUNT OF SERIES D SENIOR GUARANTEED NOTES DUE 2031 and REVOLVING PRIVATE SHELF FACILITY THIRD AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT September 14, 2016 (September 14th, 2016)
Cubic – Second Amended and Restated Note Purchase and Private Shelf Agreement (August 11th, 2016)

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)

Primoris Services Corp. – Fourth Letter Amendment to Note Purchase and Private Shelf Agreement (August 9th, 2016)

We refer to the Note Purchase and Private Shelf Agreement, dated as of December 28, 2012 (as amended by (i) the Letter Amendment and Waiver to Note Purchase and Private Shelf Agreement, dated as of April 30, 2013, (ii) the Second Letter Amendment and Waiver to Note Purchase and Private Shelf Agreement, dated as of August 25, 2014, and (iii) the Third Letter Amendment to Note Purchase and Private Shelf Agreement, dated as of June 3, 2015, the "Existing Agreement" and, as the same shall be further amended hereby, the "Agreement"), among Primoris Services Corporation, a Delaware corporation (the "Company"), PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) and the purchasers party thereto (collectively, together with each other holder from time to time of the Notes (as defined therein), the "Holders"). Unless otherwise defined herein, the terms defined in the Existing Agreement shall be used herein as therein defined.

LTC Properties, Inc. – Amended and Restated Note Purchase and Private Shelf Agreement (June 6th, 2016)

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

Drew Industries Inc. – LIPPERT COMPONENTS, INC. (As Successor to the Merger With Kinro, Inc.) Guaranteed By: DREW INDUSTRIES INCORPORATED FOURTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF APRIL 27, 2016 $150,000,000 PRIVATE SHELF FACILITY OF WHICH $50,000,000 3.35% SERIES a SENIOR NOTES DUE MARCH 20, 2020 HAVE BEEN ISSUED (May 3rd, 2016)
Cubic – Amended and Restated Note Purchase and Private Shelf Agreement (February 3rd, 2016)

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)

Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement (December 17th, 2015)

AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of December 11, 2015 (this Agreement), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the Company), MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (MSA), each of the Guarantors signatory hereto, PRUDENTIAL INVESTMENT MANAGEMENT, INC. (Prudential) and each of the holders of Notes (as defined below) (collectively, the Noteholders).

Chs Inc. Amendment No. 4 to Note Purchase and Private Shelf Agreement (November 23rd, 2015)

Pursuant to that certain Note Purchase and Private Shelf Agreement dated as of April 13, 2004, as amended by that certain Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 9, 2007, that certain Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of January 18, 2008 and that certain Amendment No. 3 to Note Purchase and Private Shelf Agreement effective as of November 1, 2010, (as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the "Existing Note Agreement", and as amended by this Amendment Agreement (as defined below) and as may be further amended, restated or otherwise modified from time to time, the "Note Agreement"), the Company issued, sold and has outstanding (a) Fifty Million Dollars ($50,000,000) in aggregate principal amount of its 5.78% Senior Series J Notes due February 18, 2018 (as amended, restated or otherwise modified from time to time as of the date hereof, the "Series J

Amendment No. 5 to Note Purchase and Private Shelf Agreement (November 23rd, 2015)

THIS AMENDMENT No. 5 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT, dated as of December 21, 2012 (this "Amendment"), is made to the Note Purchase and Private Shelf Agreement dated as of April 13, 2004 (as amended pursuant to Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 9, 2007, Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of January 18, 2008, Amendment No. 3 to Note Purchase and Private Shelf Agreement effective as of November 1, 2010 and Amendment No. 4 to Note Purchase and Private Shelf Agreement dated as of June 9, 2011, 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"), on one hand, and Prudential Investment Management, Inc., ("Prudential"), The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annu

Chs Inc. Amendment No. 6 to Note Purchase and Private Shelf Agreement (September 11th, 2015)
Re: Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement (August 5th, 2015)

This letter amendment (this "Letter") makes reference to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of June 30, 2014, the ("Note Agreement"), among The Prudential Insurance Company of America, Prudential Investment Management, Inc., Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Security Benefit Life Insurance Company, Inc., Prudential Annuities Life Assurance Corporation, Mutual of Omaha Insurance Company (collectively, the "Holders" and each, a "Holder") and Twin Disc, Incorporated, a Wisconsin corporation (the "Company"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.

LTC Properties, Inc. – Ltc Properties, Inc. Note Purchase and Private Shelf Agreement (August 5th, 2015)

AIG Asset Management (U.S.), LLCEach AIG Affiliate (as hereinafter defined) which isa signatory of this Agreement or becomes bound by certainprovisions of this Agreement as hereinafter provided

Primoris Services Corp. – Third Letter Amendment to Note Purchase and Private Shelf Agreement (June 9th, 2015)

We refer to the Note Purchase and Private Shelf Agreement, dated as of December 28, 2012 (as amended by (i) the Letter Amendment and Waiver to Note Purchase and Private Shelf Agreement, dated as of April 30, 2013, and (ii) the Second Letter Amendment and Waiver to Note Purchase and Private Shelf Agreement, dated as of August 25, 2014, the Existing Agreement and, as the same shall be further amended hereby, the Agreement), among Primoris Services Corporation, a Delaware corporation (the Company), Prudential Investment Management, Inc. and the purchasers party thereto (collectively, together with each other holder from time to time of the Notes (as defined therein), the Holders). Unless otherwise defined herein, the terms defined in the Existing Agreement shall be used herein as therein defined.

FRANKLIN ELECTRIC CO., INC. NOTE PURCHASE AND PRIVATE SHELF AGREEMENT $150,000,000 Master Note Facility $75,000,000 Floating Rate Series a Notes Due May 27, 2025 Dated May 27, 2015 (June 2nd, 2015)
Third Amended and Restated Note Purchase and Private Shelf Agreement (June 2nd, 2015)
LTC Properties, Inc. – Third Amended and Restated Note Purchase and Private Shelf Agreement (April 30th, 2015)

Prudential Investment Management, Inc.Each Prudential Affiliate (as hereinafter defined) which isa signatory of this Agreement or becomes bound by certainprovisions of this Agreement as hereinafter provided)

Amended and Restated Note Purchase and Private Shelf Agreement (February 25th, 2015)

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.

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, 2014 (July 30th, 2014)

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")

AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT 6.05% SENIOR NOTES DUE APRIL 10, 2016 and PRIVATE SHELF FACILITY Dated as of June 30, 2014 (July 3rd, 2014)

In addition, we have examined such certificates of public officials, certificates of officers of the Company and copies certified to our satisfaction of corporate documents and records of the Company and of other papers as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. We have without independent investigation relied solely upon such certificates of public officials and of officers of the Company and the representations and warranties contained in the Note Purchase Agreement with respect to the accuracy of all factual matters contained therein; nothing, however, has come to our attention which, to our knowledge, would cause us to believe that any such factual matters are untrue.

March 28, 2014 (April 2nd, 2014)
Consent (March 19th, 2014)

THIS CONSENT dated as of March 14, 2014 (the or this "Consent") is between SCHAWK, INC., a Delaware corporation (the "Company"), and each of the institutions which is a signatory to this Consent (collectively, the "Noteholders").

Drew Industries Inc. – LIPPERT COMPONENTS, INC. (As Successor to the Merger With Kinro, Inc.) Guaranteed By: DREW INDUSTRIES INCORPORATED THIRD AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of February 24, 2014 $150,000,000 Private Shelf Facility (February 27th, 2014)

LIPPERT COMPONENTS, INC., a Delaware corporation (the "Issuer"), and DREW INDUSTRIES INCORPORATED, a Delaware corporation (the "Parent", and, together with the Issuer, the "Obligors"), each hereby agrees with each of you as follows:

Tiffany & Co. Amendment to Amended and Restated Note Purchase and Private Shelf Agreement (January 17th, 2014)

THIS AMENDMENT (this "Amendment"), dated as of January 14, 2014, to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among Tiffany & Co. (the "Parent") and each of the Purchasers party thereto (as amended and supplemented, and in effect on the date hereof, the "Note Purchase Agreement") in respect of $50,000,000 principal amount of 10.0% Series A Senior Notes due April 9, 2018 and $100,000,000 principal amount of 4.40% Series B-M Senior Notes due July 25, 2042.

Tiffany & Co. Amendment to Amended and Restated Note Purchase and Private Shelf Agreement (January 17th, 2014)

THIS AMENDMENT (this "Amendment"), dated as of January 14, 2014, to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012, by and among Tiffany & Co. (the "Parent") and each of the Purchasers party thereto (as amended and supplemented, and in effect on the date hereof, the "Note Purchase Agreement") in respect of $100,000,000 principal amount of 9.05% Series A Senior Notes due December 23, 2015 and $150,000,000 principal amount of 4.40% Series B-P Senior Notes due July 25, 2042.

December 17, 2013 (December 23rd, 2013)
Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement (November 12th, 2013)

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.

LTC Properties, Inc. – LTC PROPERTIES, INC. SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT 5.26% Series A-1 Senior Notes Due July 14, 2015 ($25,000,000 Aggregate Original Principal Amount) 5.74% Series A-2 Senior Notes Due January 14, 2019 ($25,000,000 Aggregate Original Principal Amount) 4.80% Series B Senior Notes Due July 20, 2021 ($50,000,000 Aggregate Original Principal Amount) $100,000,000 Private Shelf Facility as of October 30, 2013 (November 4th, 2013)

Prudential Investment Management, Inc. 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)

Modine Manufacturing Company – Fourth Amendment to Note Purchase and Private Shelf Agreement (September 4th, 2013)

This Fourth Amendment dated as of August 30, 2013 (this "Fourth Amendment") to the Note Purchase and Private Shelf Agreement dated as of August 12, 2010 (as amended by the First Amendment thereto dated March 15, 2012, the Second Amendment thereto dated as of April 20, 2012, and the Third Amendment thereto dated as of August 6, 2012, the "Note Agreement") is between Modine Manufacturing Company, a Wisconsin corporation (the "Company"), Prudential Investment Management, Inc. ("Prudential") and each holder of the Notes (collectively, the "Noteholders").