Notes Purchase Agreement Sample Contracts

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Presidio, Inc. – Notes Purchase Agreement (February 16th, 2017)

This NOTES PURCHASE AGREEMENT (this Agreement), dated as of February 15, 2017, is by and between Presidio Holdings Inc., a Delaware corporation (Presidio), Presidio, Inc. (Parent), a Delaware corporation and the direct parent of Presidio, and Deutsche Bank AG, London Branch (Deutsche Bank). Presidio, Parent and Deutsche Bank are herein referred to individually as a Party and collectively as the Parties.

Keryx Biopharmaceuticals, Inc. – Notes Purchase Agreement (October 19th, 2015)

This Notes Purchase Agreement (this Agreement) is dated as of October 14, 2015, between Keryx Biopharmaceuticals, Inc., a Delaware corporation (the Company), and Baupost Group Securities, L.L.C., a Massachusetts limited liability company (the Purchaser).

Notes Purchase Agreement Dated as of August 5, 2015 by and Between Lumos Networks Corp. And Lumos Debt Holdings, L.P. (August 6th, 2015)

This Notes Purchase Agreement, dated as of August 5, 2015 (this Agreement), is by and between Lumos Networks Corp., a Delaware corporation (the Company), and Lumos Debt Holdings, L.P., a Delaware limited partnership (the Purchaser).

Notes Purchase Agreement (March 3rd, 2015)

THIS NOTES PURCHASE AGREEMENT, is made as of February 11, 2015 (the "Agreement"), by and among OpGen, Inc., a Delaware corporation (the "Company"), and the Investors listed on Exhibit A attached to this Agreement (each an "Investor" and together the "Investors"). Certain capitalized terms used in this Agreement are set forth in Section 1.5.

Golub Capital BDC, Inc. – Golub Capital Bdc Clo 2014 Llc Notes Purchase Agreement (June 6th, 2014)
Westmoreland Coal Company – Westmoreland Partners $425,000,000 10.750% Senior Secured Notes PURCHASE AGREEMENT (February 4th, 2014)
Kohlberg Capital Corporation – Kcap Senior Funding I, Llc Notes Purchase Agreement (June 19th, 2013)
The Hillman Group, Inc. 10.875% Senior Notes Due 2018 (Temporary Notes & Permanent Notes) Purchase Agreement (December 24th, 2012)
Investment – Ticc Clo 2012-1 Llc Notes Purchase Agreement (August 23rd, 2012)
AMENDMENT NO. 1 to CONVERTIBLE NOTES PURCHASE AGREEMENT (April 6th, 2012)

This AMENDMENT NO. 1 to Convertible Notes Purchase Agreement (the "Amendment"), dated March 29, 2012, is entered into by and between Empire Resources, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature page hereto (the "Majority Purchasers").

Investment – Ticc Clo Llc Notes Purchase Agreement (August 11th, 2011)
Forbes Energy Svcs – Notes Purchase Agreement (November 19th, 2010)

INDENTURE dated as of , 2009 among Forbes Energy Services LLC, a Delaware limited liability company (including any and all successors thereto, the Company), as co-issuer of the First Priority Floating Rate Notes due 2014 (the Notes), Forbes Energy Capital Inc., a Delaware corporation (including any and all successors thereto, Capital and together with the Company as co-issuers of the Notes, the Issuers), as co-issuer of the Notes, the Guarantors (as defined herein) and Wilmington Trust FSB and any and all successors thereto, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral Agent).

Phh Corp – CHESAPEAKE FUNDING LLC $1.0 Billion Series 2009-1 Floating Rate Asset Backed Notes PURCHASE AGREEMENT (November 3rd, 2010)

CHESAPEAKE FUNDING LLC, a Delaware special purpose limited liability company (the Issuer), proposes to issue and sell U.S. $1,000,000,000 principal amount of its Series 2009-1 Floating Rate Asset Backed Notes (the Securities). The Securities will be issued pursuant to the Series 2009-1 Indenture Supplement, to be dated as of June 9, 2009 (the Indenture Supplement), between the Issuer and The Bank of New York Mellon, as Indenture Trustee (the Indenture Trustee), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as amended or modified from time to time, the Base Indenture and, together with the Indenture Supplement, the Indenture), between the Issuer and the Indenture Trustee. The Issuer is a wholly-owned subsidiary of PHH Sub 2 Inc. (PHH Sub 2) and an indirect wholly-owned subsidiary of PHH Corporation (PHH). The Issuer makes loans to Chesapeake Finance Holdings LLC (Holdings) pursuant to a Loan Agreement among the Issuer, Holdings and D.L. Peterson Trust (the O

Golub Capital BDC, Inc. – Golub Capital Bdc 2010-1 Llc Notes Purchase Agreement (July 16th, 2010)
Wits Basin Precious Minerals Inc. – Amendment No. 4 to Notes Purchase Agreement (April 15th, 2010)

This Amendment No. 4 to Notes Purchase Agreement (this "Amendment") is entered into on this 17th day of December, 2009, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the "Issuer"), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns "Purchaser"), to amend, as hereinafter set forth, the terms of that certain Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser, as previously amended on June 19, 2007, November 10, 2008 and December 22, 2008 (as amended, the "Purchase Agreement"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

Newstar Financial – Newstar Commercial Loan Trust 2009-1 Notes Purchase Agreement (March 8th, 2010)
Roadrunner Transportation Systems Inc – Consent and Second Amendment to Amended and Restated Notes Purchase Agreement (March 4th, 2010)

This CONSENT AND SECOND AMENDMENT TO THE AMENDED AND RESTATED NOTES PURCHASE AGREEMENT (this Amendment), dated as of December 11, 2009 (the Effective Date), is made by and among Roadrunner Transportation Services, Inc. (f/k/a Roadrunner Dawes Freight Systems, Inc.), a Delaware corporation, Sargent Trucking, Inc., a Maine corporation, Big Rock Transportation, Inc., an Indiana corporation, Midwest Carriers, Inc., an Indiana corporation, Smith Truck Brokers, Inc., a Maine corporation, and B&J Transportation, Inc., a Maine corporation (collectively, the Issuers), and the undersigned Security Holders.

NOTES PURCHASE AGREEMENT by and Among FUSHI COPPERWELD, INC. And THE HOLDERS PARTY HERETO Dated: February 26, 2010 (March 4th, 2010)

This Notes Purchase Agreement (this "Agreement") is dated as of February 26, 2010, by and between Fushi Copperweld, Inc. (formerly known as Fushi International, Inc.), a Nevada corporation (the "Company"), and the Holders signatory hereto (collectively, "Holders").

Phh Corp – CHESAPEAKE FUNDING LLC $1.0 Billion Series 2009-1 Floating Rate Asset Backed Notes PURCHASE AGREEMENT (November 5th, 2009)

CHESAPEAKE FUNDING LLC, a Delaware special purpose limited liability company (the Issuer), proposes to issue and sell U.S. $1,000,000,000 principal amount of its Series 2009-1 Floating Rate Asset Backed Notes (the Securities). The Securities will be issued pursuant to the Series 2009-1 Indenture Supplement, to be dated as of June 9, 2009 (the Indenture Supplement), between the Issuer and The Bank of New York Mellon, as Indenture Trustee (the Indenture Trustee), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as amended or modified from time to time, the Base Indenture and, together with the Indenture Supplement, the Indenture), between the Issuer and the Indenture Trustee. The Issuer is a wholly-owned subsidiary of PHH Sub 2 Inc. (PHH Sub 2) and an indirect wholly-owned subsidiary of PHH Corporation (PHH). The Issuer makes loans to Chesapeake Finance Holdings LLC (Holdings) pursuant to a Loan Agreement among the Issuer, Holdings and D.L. Peterson Trust (the O

Notes Purchase Agreement (October 30th, 2009)

This Notes Purchase Agreement (this Purchase Agreement) is made as of the [ ] day of September, 2009 between [ ] (Seller) and Sonic Automotive, Inc. (Purchaser).

China Security & Surv Tech – NOTES PURCHASE AGREEMENT by and Between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. And CITADEL EQUITY FUND LTD. Dated: October 22, 2009 (October 23rd, 2009)

This Notes Purchase Agreement (this Agreement) is dated as of October 22, 2009, by and between China Security & Surveillance Technology, Inc., a Delaware corporation (the Company), and Citadel Equity Fund Ltd. (Citadel).

Forbes Energy Svcs – Notes Purchase Agreement (September 28th, 2009)

INDENTURE dated as of , 2009 among Forbes Energy Services LLC, a Delaware limited liability company (including any and all successors thereto, the Company), as co-issuer of the First Priority Floating Rate Notes due 2014 (the Notes), Forbes Energy Capital Inc., a Delaware corporation (including any and all successors thereto, Capital and together with the Company as co-issuers of the Notes, the Issuers), as co-issuer of the Notes, the Guarantors (as defined herein) and Wilmington Trust FSB and any and all successors thereto, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral Agent).

China Security & Surv Tech – NOTES PURCHASE AGREEMENT by and Between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. As the Company CHINA SAFETECH HOLDINGS LIMITED CHINA SECURITY & SURVEILLANCE TECHNOLOGY (PRC), INC. As the Material Subsidiaries AND CITADEL EQUITY FUND LTD. As the Purchaser Dated: August 18, 2009 (August 21st, 2009)

INDENTURE dated [*], 2009, between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC, a Delaware corporation (hereinafter called the "Company), the Guarantor listed on the signature pages hereto, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee hereunder (hereinafter called the Trustee).

NOTES PURCHASE AGREEMENT by and Between FUSHI COPPERWELD, INC. And CITADEL EQUITY FUND LTD. Dated: August 13, 2009 (August 19th, 2009)

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE (EXCEPT IN THE CASE OF A TRANSFER PURSUANT TO RULE 144 OF THE SECURITIES ACT) THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATE

Phh Corp – CHESAPEAKE FUNDING LLC $1.0 Billion Series 2009-1 Floating Rate Asset Backed Notes PURCHASE AGREEMENT (August 4th, 2009)

CHESAPEAKE FUNDING LLC, a Delaware special purpose limited liability company (the Issuer), proposes to issue and sell U.S. $1,000,000,000 principal amount of its Series 2009-1 Floating Rate Asset Backed Notes (the Securities). The Securities will be issued pursuant to the Series 2009-1 Indenture Supplement, to be dated as of June 9, 2009 (the Indenture Supplement), between the Issuer and The Bank of New York Mellon, as Indenture Trustee (the Indenture Trustee), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as amended or modified from time to time, the Base Indenture and, together with the Indenture Supplement, the Indenture), between the Issuer and the Indenture Trustee. The Issuer is a wholly-owned subsidiary of PHH Sub 2 Inc. (PHH Sub 2) and an indirect wholly-owned subsidiary of PHH Corporation (PHH). The Issuer makes loans to Chesapeake Finance Holdings LLC (Holdings) pursuant to a Loan Agreement among the Issuer, Holdings and D.L. Peterson Trust (the O

Wits Basin Precious Minerals Inc. – Amendment No. 3 to Convertible Notes Purchase Agreement (December 29th, 2008)

This Amendment No. 3 to Convertible Notes Purchase Agreement (this "Amendment") is entered into on this 22nd day of December, 2008, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the "Issuer"), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns "Purchaser"), to amend, as hereinafter set forth, the terms of that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser, as previously amended on June 19, 2007 and November 10, 2008 (as amended, the "Purchase Agreement"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

Roadrunner Transportation Systems Inc – Amended and Restated Notes Purchase Agreement (September 11th, 2008)

This AMENDED AND RESTATED NOTES PURCHASE AGREEMENT is dated as of March 14, 2007 by and among Roadrunner Dawes Freight Systems, Inc., a Delaware corporation (Roadrunner), Sargent Trucking, Inc., a Maine corporation (Sargent Truck), Big Rock Transportation, Inc., an Indiana corporation (Big Rock), Midwest Carriers, Inc., an Indiana corporation (Midwest), Smith Truck Brokers, Inc., a Maine corporation (Smith Truck) and B&J Transportation, Inc., a Maine corporation (B&J; Sargent Truck, Big Rock, Midwest, Smith Truck and B&J each a Sargent Company and collectively the Sargent Companies; the Sargent Companies and Roadrunner each an Issuer and collectively the Issuers), Sargent Transportation, LLC, a Delaware limited liability company (Sargent LLC), Roadrunner Dawes, Inc., a Delaware corporation, (Parent and together with Sargent LLC, the Guarantors) and each person listed as a purchaser on Schedule I attached hereto (the Purchasers).

China Recycling Energy Corp. – Amendment to Stock and Notes Purchase Agreement (April 30th, 2008)

WHEREAS, pursuant to the Initial Closing under the Agreement, the Investors purchased and the Company sold to the Investors a 10% secured convertible promissory note in the principal amount of $5,000,000 (the "

China Recycling Energy Corp. – STOCK AND NOTES PURCHASE AGREEMENT by and Among China Recycling Energy Corporation Sifang Holdings Co., Ltd. Shanghai TCH Energy Technology Co., Ltd. And Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. November 16, 2007 (November 16th, 2007)

This STOCK AND NOTES PURCHASE AGREEMENT (this Agreement) is entered into as of November 16, 2007 (the Effective Date), by and among China Recycling Energy Corporation, a Nevada corporation (the Company), Sifang Holdings Co., Ltd., a company organized under the Laws of the Cayman Islands (Sifang), Shanghai TCH Energy Technology Co., Ltd., a wholly-foreign-owned enterprise organized under the Laws of the Peoples Republic of China (TCH and together with the Company and Sifang, the Company Group), and Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the Laws of the Cayman Islands (CAGP), and CAGP III Co-Investment, L.P., a limited partnership organized under the Laws of the Cayman Islands (together with CAGP, each, an Investor and collectively, the Investors). Each of the Company, Sifang, TCH and the Investors is referred to herein individually as a Party and collectively as the Parties.

Sinoenergy Corp – SINOENERGY CORPORATION $16,000,000 12% Guaranteed Senior Notes Due 2012 and $14,000,000 3.0% Guaranteed Senior Convertible Notes Due 2012 NOTES PURCHASE AGREEMENT (THE "AGREEMENT") (September 7th, 2007)
Wits Basin Precious Minerals Inc. – Amendment to Convertible Notes Purchase Agreement (June 25th, 2007)

This Amendment to Convertible Notes Purchase Agreement (this "Amendment") is entered into on this 19th day of June, 2007, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the "Issuer"), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns "Purchaser"), to amend, as hereinafter set forth, the terms of that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser (the "Purchase Agreement"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

Newstar Financial – Newstar Commercial Loan Trust 2007-1 Notes $336,500,000 Class A-1 Notes $24,000,000 Class B Notes $58,500,000 Class C Notes $27,000,000 Class D Notes Purchase Agreement (June 7th, 2007)
Feihe International Inc – AMENDED AND RESTATED NOTES PURCHASE AGREEMENT by and Among AMERICAN DAIRY, INC. As the Company AMERICAN FLYING CRANE CORPORATION LANGFANG FEIHE DAIRY COMPANY LIMITED GANHAN FEIHE DAIRY COMPANY LIMITED SHANXI FEIHESANTAI BIOTECHNOLOGY SCIENTIFIC AND COMMERCIAL CO., LIMITED HEILONGJIANG FEIHE DAIRY CO., LIMITED BAIQUAN FEIHE DAIRY CO., LIMITED BEIJING FEIHE BIOTECHNOLOGY SCIENTIFIC AND COMMERCIAL CO., LIMITED as the Subsidiaries LENG YOU-BIN LIU HUA as the Controlling Shareholders AND CITADEL EQUITY FUND LTD. As the Purchaser Dated: June 1, 2007 (June 4th, 2007)

and will reimburse the Indemnified Parties for all reasonable expenses (including, without limitation, fees and expenses of counsel) as they are incurred in connection with investigating, preparing, defending or settling any such action or claim, whether or not in connection with litigation in which any Indemnified Party is a named party. If any of the Indemnified Parties' personnel appears as witnesses, are deposed or are otherwise involved in the defense of any action against an Indemnified Party, the Indemnifying Parties will reimburse the Purchaser for all reasonable expenses incurred by the Purchaser by reason of any of the Indemnified Parties being involved in any such action.

China Security & Surv Tech – NOTES PURCHASE AGREEMENT by and Between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. As the Company CHAIN STAR INVESTMENTS LTD. CHINA SAFETECH HOLDINGS LIMITED CHINA SECURITY & SURVEILLANCE TECHNOLOGY (HK) LTD. GOLDEN GROUP CORPORATION (SHENZHEN) LIMITED GUANGZHOU SHIXING DIGITAL TECHNOLOGY CO., LTD. SHANGHAI CHENG FENG DIGITAL EQUIPMENT LTD. SHANGHAI CHENG FENG DIGITAL TECHNOLOGY CO., LTD. SHANGHAI CHENG FENG PUBLIC SAFETY PREVENTION TECHNOLOGY CO., LTD. SHENZHEN HONGTIANZHI ELECTRONICS CO., LTD. SHENZHEN TONGXING SHIXUN TECHNOLOGY CO., LTD. CHINA SECURITY & SURVEILLANCE TECHNOLOGY (PRC), I (April 25th, 2007)

This Notes Purchase Agreement (this "Agreement") is dated as of April 24, 2007, by and between China Security & Surveillance Technology, Inc., a Delaware corporation (the "Company"), the other Group Companies listed on the signature pages hereto, and Citadel Equity Fund Ltd. (the "Purchaser").

Innophos Holdings – INNOPHOS HOLDINGS, INC. 9 1/2% Senior Unsecured Notes PURCHASE AGREEMENT &Nb Sp; April 11, 2007 (April 17th, 2007)