Note Repurchase Agreement Sample Contracts

Note Repurchase Agreement (November 6th, 2014)

This NOTE REPURCHASE AGREEMENT (this "Agreement") to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of October [*], 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the "Issuer") and [*] (the "Holder").

Note Repurchase Agreement (July 10th, 2014)

This NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of May 15, 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the Issuer) and MSD Credit Opportunity Master Fund, L.P.(the Holder).

Note Repurchase Agreement (May 21st, 2014)

This NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of May 15, 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the Issuer) and [CONFIDENTIAL TREATMENT REQUESTED] (the Holder).

Note Repurchase Agreement (April 25th, 2014)

This NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of April 22, 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the Issuer) and GoldenTree Asset Management (the Holder).

Note Repurchase Agreement (January 28th, 2013)

This Note Repurchase Agreement (Agreement), dated as of January 9, 2013, is by and between Diamondback Master Fund, Ltd. (the Seller), and Hutchinson Technology Incorporated, a Minnesota corporation (the Buyer).

Note Repurchase Agreement (January 28th, 2013)

This Note Repurchase Agreement (Agreement), dated as of January 9, 2013 is by and between Silver Lake Credit Fund, L.P. (the Seller) and Hutchinson Technology Incorporated, a Minnesota corporation (the Buyer).

Note Repurchase Agreement (March 16th, 2012)

This NOTE REPURCHASE AGREEMENT (this Agreement) is made and entered into as of March 12, 2012 by and between 14159, L.P., 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively, Seller), and Salix Pharmaceuticals, Ltd., a Delaware corporation (the Company).

Flotek Industries, Inc. – Note Repurchase Agreement (December 28th, 2011)

This Note Repurchase Agreement (Agreement) sets forth the terms and conditions upon which Flotek Industries, Inc., a Delaware corporation (the Company), will purchase for cash on the terms set forth herein certain of the Companys outstanding 5.25% Convertible Senior Secured Notes due 2028 (the Notes) identified on the signature pages hereof from the holders indicated on the signature pages hereof (each a Holder, and collectively the Holders).

Flotek Industries, Inc. – Note Repurchase Agreement (December 28th, 2011)

This Note Repurchase Agreement (Agreement) sets forth the terms and conditions upon which Flotek Industries, Inc., a Delaware corporation (the Company), will purchase for cash on the terms set forth herein certain of the Companys outstanding 5.25% Convertible Senior Secured Notes due 2028 (the Notes) identified on the signature pages hereof from the holders indicated on the signature pages hereof (each a Holder, and collectively the Holders).

Sealed Air Corporation Note Repurchase Agreement (December 2nd, 2010)

NOTE REPURCHASE AGREEMENT, dated as of November 30, 2010 (the Agreement), among SEALED AIR CORPORATION, a Delaware corporation (the Company), and DAVIS SELECTED ADVISERS, L.P. (the Noteholder and, together with the Company, the Parties).

VaxGen – Note Repurchase Agreement (October 30th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of October 27, 2008, by and between Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (October 10th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of October 8, 2008, by and between Quattro Fund, Ltd, a Cayman Island Exempted Company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (July 24th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between Deutsche Bank AG London (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (July 24th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between Quintessence Fund L.P., a Cayman limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (July 24th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between QVT Fund LP, a Cayman limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (July 8th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 3, 2008, by and between Whitebox Convertible Arbitrage Partners, LP, a BVI corporation (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (July 8th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 3, 2008, by and between Guggenheim Portfolio Company XXXI, LLC, a Delaware limited liability company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (July 8th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 1, 2008, by and between Alexandra Global Master Fund Ltd., a British Virgin Islands International Business Company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Amendment No. 1 to Note Repurchase Agreement (July 8th, 2008)

This Amendment No. 1 to certain provisions of that Note Repurchase Agreement dated as of July 1, 2008 by and between Alexandra Global Master Fund Ltd., a British Virgin Islands International Business Company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand, is effective as of this 7th day of July, 2008 (the Amendment).

Aleritas Capital Corp. – Note Repurchase Agreement (February 14th, 2008)

This NOTE REPURCHASE AGREEMENT (Note Repurchase Agreement) is entered into as of February 9, 2008, by and among BROOKE CREDIT CORPORATION, a Delaware corporation (the Company), and FALCON MEZZANINE PARTNERS II, LP, FMP II CO-INVESTMENT, LLC and JZ EQUITY PARTNERS PLC (collectively, the Purchasers) and FMP Agency Services, LLC, as collateral agent (the Collateral Agent).

VaxGen – Note Repurchase Agreement (February 8th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of February 4, 2008, by and between Xmark Opportunity Fund, L.P. (Fund L.P.) and Xmark Opportunity Fund, Ltd. (Fund Ltd., and together with Fund L.P., the Holders), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

VaxGen – Note Repurchase Agreement (February 8th, 2008)

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of February 4, 2008, by and between Xmark Opportunity Fund, L.P. (Fund L.P.) and Xmark Opportunity Fund, Ltd. (Fund Ltd., and together with Fund L.P., the Holders), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Note Repurchase Agreement (August 8th, 2005)

The Notes were issued pursuant to an Indenture (the "Indenture") dated as of March 26, 2003, as amended to the date hereof, by and among the Company, the subsidiary guarantors party thereto and The Bank of New York, as Trustee. In connection with the Repurchase, the Company is also soliciting consents from the Holders to amend the Purchase Agreement (the "Purchase Agreement") dated as of December 9, 2002, as amended to the date hereof, by and among the Company and the purchasers listed on the signature pages thereto to delete Section 5(b) and each of Section 9 and 10 therefrom (collectively, the "Proposed Amendments"). As used herein, the term "Closing Date" shall mean the business day of the satisfaction or waiver of the conditions set forth below in Section 5 or such other day as the Company and the Holders shall agree.

Depomed – Convertible Note Repurchase Agreement (June 29th, 2005)

THIS CONVERTIBLE NOTE REPURCHASE AGREEMENT (the Agreement), dated as of June 24, 2005, is made and entered into by and between Elan Pharma International Limited, a private limited company organized under the laws of Ireland (the Seller), and Depomed, Inc., a California corporation (the Purchaser).

Arch Wireless Inc – Note Repurchase Agreement (August 3rd, 2004)

AGREEMENT dated as of _______, 2003 between Arch Wireless Holdings, Inc., a Delaware corporation (AWHI), and the undersigned holder (Holder).