Note Purchase And Security Agreement Sample Contracts

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Cellectar Biosciences, Inc. – Note Purchase and Security Agreement (August 4th, 2014)

This Note Purchase and Security Agreement (this "Agreement") is dated as of July 29, 2014, between Cellectar Biosciences, Inc. (f/k/a Novelos Therapeutics, Inc.), a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Note Purchase and Security Agreement (June 18th, 2014)

THIS NOTE PURCHASE AND SECURITY AGREEMENT (the "Agreement") made as of the 30th day of May, 2014 by and between LATTICE FUNDING, LLC, a Pennsylvania limited liability company, its successors and assigns (the "Lender"), and LATTICE INCORPORATED, a Delaware corporation, its successors and assigns (the "Borrower"). (The Lender and the Borrower are sometimes referred to collectively in this Agreement as the "Parties" or singly as a "Party.")

Lenco Mobile Inc – Note Purchase and Security Agreement (June 18th, 2013)

THIS NOTE PURCHASE AND SECURITY AGREEMENT is entered as of June xx, 2013, by and among LENCO MOBILE INC., a Delaware corporation (the "Company"), and the individuals listed on the Schedule of Lenders attached hereto (each a "Lender," and collectively the "Lenders").

Note Purchase and Security Agreement (December 7th, 2012)

This Note Purchase and Security Agreement is entered as of November 30, 2012, between GBS Enterprises Incorporated, a Nevada corporation (the "Company") and Edward M. Giles, an individual having a principal residence at 17 Heights Rd. Manhasset, NY 11030 (the "Lender").

Note Purchase and Security Agreement (December 7th, 2012)

This Note Purchase and Security Agreement is entered as of November 30, 2012, between GBS Enterprises Incorporated, a Nevada corporation (the "Company") and Pike H. Sullivan, an individual having a principal residence at 730 Sand Hill Crane Road Wilson, WY 83014 (the "Lender").

Note Purchase and Security Agreement (November 2nd, 2012)

This Note Purchase and Security Agreement is entered as of October 26, 2012, between GBS Enterprises Incorporated, a Nevada corporation (the "Company") and Stephen D. Baksa, an individual having a principal residence at 2 Woods Lane, Chatham, New Jersey 07928 (the "Lender").

Lenco Mobile Inc – Note Purchase and Security Agreement (August 22nd, 2012)

THIS NOTE PURCHASE AND SECURITY AGREEMENT is entered as of August 21, 2012, by and among LENCO MOBILE INC., a Delaware corporation (the "Company"), and the individuals listed on the Schedule of Lenders attached hereto (each a "Lender," and collectively the "Lenders").

Note Purchase and Security Agreement (August 16th, 2012)

THIS NOTE PURCHASE AND SECURITY AGREEMENT is entered as of August 13, 2012, by and among GBS ENTERPRISES INCORPORATED, a Nevada corporation (the "Company""), and the JOHN A. MOORE, JR. and ANNEDENISE M. MOORE, as Tenants by the Entirety ("TBE") and having a principal residence at _____________________________ (collectively, the "Lender").

Lenco Mobile Inc – Note Purchase and Security Agreement (August 3rd, 2012)

THIS NOTE PURCHASE AND SECURITY AGREEMENT is entered as of August 3, 2012, by and among LENCO MOBILE INC., a Delaware corporation (the "Company"), and the individuals listed on the Schedule of Lenders attached hereto (each a "Lender," and collectively the "Lenders").

Lenco Mobile Inc – Note Purchase and Security Agreement (August 3rd, 2012)

THIS NOTE PURCHASE AND SECURITY AGREEMENT is entered as of July 30, 2012, by and among LENCO MOBILE INC., a Delaware corporation (the "Company"), and the individuals listed on the Schedule of Lenders attached hereto (each a "Lender," and collectively the "Lenders").

EXECUTION VERSION NOTE PURCHASE AND SECURITY AGREEMENT by and Among COMVERGE, INC., ENERWISE GLOBAL TECHNOLOGIES, INC., COMVERGE GIANTS, LLC, PUBLIC ENERGY SOLUTIONS, LLC, PUBLIC ENERGY SOLUTIONS NY, LLC, CLEAN POWER MARKETS, INC., and ALTERNATIVE ENERGY RESOURCES, INC., as Issuers THE PURCHASERS THAT ARE SIGNATORIES HERETO, as the Purchasers, and PEAK HOLDING CORP., as Note Agent Dated as of March 26, 2012 (March 26th, 2012)

THIS NOTE PURCHASE AND SECURITY AGREEMENT (this Agreement) dated as of March 26, 2012 by and among each of the purchasers whose names appear on Annex A (each, a Purchaser and, collectively, the Purchasers), PEAK HOLDING CORP., a Delaware corporation, in its capacity as agent for itself and the Purchasers (in such capacity and together with any successor or replacement agent appointed pursuant to Section 16.7, the Note Agent), COMVERGE, INC., a Delaware corporation (Comverge), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (Enerwise), COMVERGE GIANTS, LLC, a Delaware limited liability company (Giants), PUBLIC ENERGY SOLUTIONS, LLC, a New Jersey limited liability company (PES) PUBLIC ENERGY SOLUTIONS NY, LLC, a Delaware limited liability company (PES-NY), CLEAN POWER MARKETS, INC., a Pennsylvania corporation (CPM) and ALTERNATIVE ENERGY RESOURCES, INC., a Delaware corporation (AER) (each of Comverge, Enerwise, Giants, PES, PES-NY, CPM and AER are hereinafter referred to indiv

Physicians Formula Holdings – Fourth Amendment to Senior Subordinated Note Purchase and Security Agreement (March 3rd, 2011)

THIS FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of February 28, 2011 (the "Amendment") amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as amended, the "Original Agreement"), by and among Mill Road Capital, L.P., a Delaware limited partnership (the "Holder"), Physicians Formula, Inc., a New York corporation (the "Borrower"), Physicians Formula Holdings, Inc., a Delaware corporation ("Holdings") and the Guarantors party to the Original Agreement.

Physicians Formula Holdings – Third Amendment to Senior Subordinated Note Purchase and Security Agreement (June 8th, 2010)

THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of June 3, 2010 (the "Amendment") amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as the same may be amended from time to time, the "Original Agreement"), by and among Mill Road Capital, L.P., a Delaware limited partnership (the "Holder"), Physicians Formula, Inc., a New York corporation (the "Borrower"), Physic ians Formula Holdings, Inc., a Delaware corporation ("Holdings") and the Guarantors party to the Original Agreement.

NOTE PURCHASE AND SECURITY AGREEMENT by and Among SOUTHPEAK INTERACTIVE CORPORATION and THE PURCHASERS IDENTIFIED HEREIN April 29, 2010 (May 6th, 2010)

This Note Purchase and Security Agreement (this "Agreement") is made on the 29th day of April, 2010, by and among SouthPeak Interactive Corporation, a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower as guarantors, and the purchasers listed on Schedule I hereto, each of which is herein referred to as an "Initial Purchaser" and the purchasers listed from time to time on Schedule II hereto, each of which is herein referred to as an "Additional Purchaser", and collectively, as the "Purchasers".

Physicians Formula Holdings – Second Amendment to Senior Subordinated Note Purchase and Security Agreement (May 3rd, 2010)

THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of April 30, 2010 (the "Amendment") amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (the "Original Agreement"), by and among Mill Road Capital, L.P., a Delaware limited partnership (the "Holder"), Physicians Formula, Inc., a New York corporation (the "Borrower"), Physicians Formula Holdings, Inc., a Delaware corporation ("Holdings") and the Guarantors party to the Original Agreement.

Sallie Mae – NOTE PURCHASE AND SECURITY AGREEMENT by and Among BLUEMONT FUNDING I, as the Trust, THE CONDUIT LENDERS PARTY HERETO, as Conduit Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Alternate Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as LIBOR Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Managing Agents, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Lead Arrangers, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Eligible Lend (February 26th, 2010)

THIS NOTE PURCHASE AND SECURITY AGREEMENT (this Agreement) is made as of January 15, 2010, among BLUEMONT FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust hereunder (the Trust), SALLIE MAE, INC., a Delaware corporation, as administrator (the Administrator), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as the eligible lender trustee hereunder (the Eligible Lender Trustee), J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers (the Lead Arrangers), the CONDUIT LENDERS (as hereinafter defined) from time to time parties hereto, the ALTERNATE LENDERS (as hereinafter defined) from time to time parties hereto, the LIBOR LENDERS (as hereinafter defined) from time to time parties hereto, JPMORGAN CHASE BANK, N.A., a national banking association, BANK OF AMERICA, N.A., a national banking association, BARCLAYS BANK PLC, a public limited company organized under the laws

Physicians Formula Holdings – FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT Physicians Formula, Inc. 1055 West 8th Street Azusa, CA 91702 (February 4th, 2010)

Physicians Formula, Inc., a New York corporation (the "Borrower"), Physicians Formula Holdings, Inc., a Delaware corporation ("Holdings"), and the direct parent of the Borrower, and the other direct and indirect Subsidiaries of Holdings from time to time party to the Purchase and Security Agreement (as defined below), as Guarantors, hereby agree with you as follows:

Sallie Mae – AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT by and Among BLUEMONT FUNDING I, as the Trust, THE CONDUIT LENDERS PARTY HERETO, as Conduit Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Alternate Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as LIBOR Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Managing Agents, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Lead Arrangers, THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIAT (August 5th, 2009)

THIS AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT (this Agreement) is made as of April 24, 2009, among BLUEMONT FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust hereunder (the Trust), SALLIE MAE, INC., a Delaware corporation, as administrator (the Administrator), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A.), a national banking association, as the eligible lender trustee hereunder (the Eligible Lender Trustee), J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers (the Lead Arrangers), the CONDUIT LENDERS (as hereinafter defined) from time to time parties hereto, the ALTERNATE LENDERS (as hereinafter defined) from time to time parties hereto, the LIBOR LENDERS (as hereinafter defined) from time to time parties hereto, JPMORGAN CHASE BANK, N.A., a national banking association, BANK OF AMERICA, N.A., a national banking as

Sallie Mae – NOTE PURCHASE AND SECURITY AGREEMENT by and Among PHOENIX FUNDINGS I, as the Trust, SALLIE MAE, INC., as Administrator THE BANK OF NEW YORK TRUST COMPANY, N.A., as Eligible Lender Trustee, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent and as Securities Intermediary, UBS REAL ESTATE SECURITIES INC., as Note Purchaser, and UBS SECURITIES LLC, as Administrative Agent February 29, 2008 (May 9th, 2008)

THIS NOTE PURCHASE AND SECURITY AGREEMENT (this Agreement) is made as of February 29, 2008, among PHOENIX FUNDINGS I, a statutory trust duly organized under the laws of the State of Delaware, as the note issuer hereunder (the Trust), SALLIE MAE, INC., a Delaware corporation, as administrator (the Administrator), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as the eligible lender trustee hereunder (the Eligible Lender Trustee), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as the paying agent hereunder (the Paying Agent) and the securities intermediary hereunder (the Securities Intermediary), UBS REAL ESTATE SECURITIES INC., as the purchaser of the funding note hereunder (the Note Purchaser) and UBS SECURITIES LLC, as the administrative agent for the Note Purchaser (in such capacity, the Administrative Agent).

Sallie Mae – NOTE PURCHASE AND SECURITY AGREEMENT by and Among RENDEZVOUS FUNDING I, as the Trust, THE CONDUIT LENDERS PARTY HERETO, as Conduit Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Alternate Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as LIBOR Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Managing Agents, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Lead Arrangers, BARCLAYS BANK PLC, THE ROYAL BANK OF SCOTLAND PLC, and DEUTSCHE BANK SECURITIES (May 9th, 2008)

THIS NOTE PURCHASE AND SECURITY AGREEMENT (this Agreement) is made as of February 29, 2008, among RENDEZVOUS FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust hereunder (the Trust), SALLIE MAE, INC., a Delaware corporation, as administrator (the Administrator), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as the eligible lender trustee hereunder (the Eligible Lender Trustee), J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers (the Lead Arrangers), BARCLAYS BANK PLC, THE ROYAL BANK OF SCOTLAND PLC and DEUTSCHE BANK SECURITIES INC., as co-lead arrangers (the Co-Lead Arrangers), CREDIT SUISSE, NEW YORK BRANCH, as arranger (the Arranger), the CONDUIT LENDERS (as hereinafter defined) from time to time parties hereto, the ALTERNATE LENDERS (as hereinafter defined) from time to time parties hereto, the LIBOR LENDERS (as hereinafter defined) from time to time parties hereto, JPMORGAN CHA

Sallie Mae – NOTE PURCHASE AND SECURITY AGREEMENT by and Among BLUEMONT FUNDING I, as the Trust, THE CONDUIT LENDERS PARTY HERETO, as Conduit Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Alternate Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as LIBOR Lenders, CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO, as Managing Agents, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Lead Arrangers, BARCLAYS BANK PLC, THE ROYAL BANK OF SCOTLAND PLC, and DEUTSCHE BANK SECURITIES I (May 9th, 2008)

THIS NOTE PURCHASE AND SECURITY AGREEMENT (this Agreement) is made as of February 29, 2008, among BLUEMONT FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust hereunder (the Trust), SALLIE MAE, INC., a Delaware corporation, as administrator (the Administrator), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as the eligible lender trustee hereunder (the Eligible Lender Trustee), J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers (the Lead Arrangers), BARCLAYS BANK PLC, THE ROYAL BANK OF SCOTLAND PLC and DEUTSCHE BANK SECURITIES INC., as co-lead arrangers (the Co-Lead Arrangers), CREDIT SUISSE, NEW YORK BRANCH, as arranger (the Arranger), the CONDUIT LENDERS (as hereinafter defined) from time to time parties hereto, the ALTERNATE LENDERS (as hereinafter defined) from time to time parties hereto, the LIBOR LENDERS (as hereinafter defined) from time to time parties hereto, JPMORGAN CHASE

Earthlink – Note Purchase and Security Agreement and Guaranty (July 25th, 2007)

THIS NOTE PURCHASE AND SECURITY AGREEMENT AND GUARANTY (Agreement) is made as of July 23, 2007, by and among HELIO, Inc., a Delaware corporation (the Company), HELIO LLC, a Delaware limited liability company (the Guarantor, and together with the Company, collectively, the Note Parties, and individually, a Note Party) and EarthLink, Inc. a Delaware corporation (EarthLink), and SK Telecom USA Holdings, Inc., a Delaware corporation (SKT USA, and together with EarthLink, collectively, the Lenders, and individually, a Lender). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in Section 1 below.

Ecc Capital Corp. – To Amended and Restated Committed Note Purchase and Security Agreement (August 26th, 2005)

The AMENDED AND RESTATED COMMITTED NOTE PURCHASE AND SECURITY AGREEMENT, dated as of December 3, 2004, among ENCORE SPV I, a Delaware statutory trust, UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as Purchaser of Notes issued thereunder from time to time, each Person becoming a Noteholder thereunder from time to time, and UBS REAL ESTATE SECURITIES INC., as agent for the Purchasers and the Noteholders, as previously amended (as amended, the Agreement), is hereby amended by this Amendment No. 3, dated as of August 22, 2005 (the Amendment) as follows:

Ecc Capital Corp. – Amended and Restated Committed Note Purchase and Security Agreement (December 17th, 2004)

AMENDED AND RESTATED COMMITTED NOTE PURCHASE AND SECURITY AGREEMENT, dated as of December 3, 2004, among ENCORE SPV I, a Delaware business trust (the Note Issuer), UBS REAL ESTATE SECURITIES INC. (UBS, f/k/a UBS WARBURG REAL ESTATE SECURITIES INC.), as purchaser of Notes issued hereunder from time to time (UBS, in that capacity, and each other entity that from time to time may be a Purchaser as provided herein, each a Purchaser), each Person that from time to time holds any of the Notes issued hereunder (each a Noteholder) and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as agent for the Purchasers and the Noteholders (in that capacity, the Agent), whereby the parties hereto agree to amend and restate in its entirety that certain Committed Note Purchase and Security Agreement, dated August 1, 2002, among the Note Issuer, the Agent, each Purchaser and Noteholder thereunder, as follows:

Interactive Motorsports & Entertainment Corp – Contract (March 13th, 2003)

EXHIBIT 10.1 =============================================================================== PERFECT LINE, INC. $700,000 Secured Bridge Notes due December 31, 2003 ---------------- NOTE PURCHASE AND SECURITY AGREEMENT ---------------- Dated March 7, 2003 =============================================================================== PERFECT LINE, INC. 5624 West 73rd Street Indianapolis, IN 46278 Telephone: (317) 295-3500 Facsimile: (317) 298-8924 Secured Bridge Notes due December 31, 2003 March 7, 2003 To Each of the Purchas

New Century Financial – A M E N D M E N T No. 2 to Committed Note Purchase and Security Agreement (January 10th, 2003)

The COMMITTED NOTE PURCHASE AND SECURITY AGREEMENT, dated as of May 10, 2002, among NEW CENTURY FUNDING I, a Delaware statutory trust, UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as Purchaser of Notes issued thereunder from time to time, each Person becoming a Noteholder thereunder from time to time, and UBS WARBURG REAL ESTATE SECURITIES INC., a Delaware corporation, as agent for the Purchasers and the Noteholders, as amended by Amendment No. 1 thereto dated as of June 15, 2002 and as is further hereby amended (as amended as of the date hereof, the Agreement) by this is Amendment No. 2 dated as of November 21, 2002 (the Amendment) as follows:

Gabriel Technologies – Note Purchase and Security Agreement (July 9th, 2002)