Private Shelf Agreement Sample Contracts

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Hillenbrand, Inc. – Re: Amendment No. 4 to Private Shelf Agreement (December 12th, 2017)

Reference is made to the Private Shelf Agreement, dated as of December 6, 2012 (as amended by Amendment No. 1 dated as of December 15, 2014, Amendment No. 2 dated as of December 19, 2014 and Amendment No. 3 dated as of March 24, 2016, the Note Agreement), by and among Hillenbrand, Inc., an Indiana corporation (the Company), PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (Prudential) and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.

Amendment No. 1 to Private Shelf Agreement (October 31st, 2017)

We refer to the Private Shelf Agreement, dated as of September 22, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), by and among Graybar Electric Company, Inc., a New York corporation (the "Company"), Prudential and each Prudential Affiliates which becomes party to the Agreement (each, a "Purchaser" and collectively, the "Purchasers"). Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.

For VALUE RECEIVED, the Undersigned, ROANOKE GAS COMPANY (The "Company"), a Corporation Organized and Existing Under the Laws of the Commonwealth of Virginia, Hereby Promises to Pay to PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY or Its Registered Assigns, the Principal Sum of $4,000,000 and Interest Thereon as Follows: The Company Shall Pay the Principal Sum on the Final Maturity Date Specified Above (Or So Much Thereof as Shall Not Have Been Prepaid) With Interest (Computed on the Basis of a 360-Day Year of Twelve 30-Day Months) (A) on the Unpaid Balance Hereof at the Interest Rate Per Ann (October 4th, 2017)

This Note is one of a series of Notes issued pursuant to the Private Shelf Agreement, dated as of September 30, 2015 between the Company, PGIM, Inc. (fka Prudential Investment Management, Inc.) and the Purchasers (as defined therein) (the "Private Shelf Agreement"). Each Holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Private Shelf Agreement and (ii) made the representations set forth in Section 6 of the Private Shelf Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Private Shelf Agreement.

Roanoke Gas Company Private Shelf Facility Private Shelf Agreement Dated September 30, 2015 (October 4th, 2017)

To each Prudential Affiliate which becomes bound by this Agreement as hereinafter provided (each, a "Purchaser" and collectively, the "Purchasers"):

For VALUE RECEIVED, the Undersigned, ROANOKE GAS COMPANY (The "Company"), a Corporation Organized and Existing Under the Laws of the Commonwealth of Virginia, Hereby Promises to Pay to PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY or Its Registered Assigns, the Principal Sum of $4,000,000 and Interest Thereon as Follows: The Company Shall Pay the Principal Sum on the Final Maturity Date Specified Above (Or So Much Thereof as Shall Not Have Been Prepaid) With Interest (Computed on the Basis of a 360-Day Year of Twelve 30-Day Months) (A) on the Unpaid Balance Hereof at the Interest Rate Per Annum S (October 4th, 2017)

This Note is one of a series of Notes issued pursuant to the Private Shelf Agreement, dated as of September 30, 2015 between the Company, PGIM, Inc. (fka Prudential Investment Management, Inc.) and the Purchasers (as defined therein) (the "Private Shelf Agreement"). Each Holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Private Shelf Agreement and (ii) made the representations set forth in Section 6 of the Private Shelf Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Private Shelf Agreement.

HENRY SCHEIN, INC. $50,000,000 3.79% Series 2010-A Senior Notes Due September 2, 2020 $50,000,000 3.45% Series 2012-A Senior Notes Due January 20, 2024 $50,000,000 3.00% Series 2012-B Senior Notes Due December 24, 2024 $50,000,000 3.19% Series 2014-A Senior Notes Due June 2, 2021 $50,000,000 3.42% Series 2017-A Senior Notes Due June 16, 2027 Private Shelf Facility AMENDED AND RESTATED PRIVATE SHELF AGREEMENT Dated September 15, 2017 (September 18th, 2017)

amount of $50,000,000 (the Original Series 2012-B Notes), (d) the Company issued and sold to the Series 2014-A Purchasers, and the Series 2014-A Purchasers purchased from the Company, the Companys 3.19% Series 2014-A Senior Notes due June 2, 2021, in the original aggregate principal amount of $50,000,000 (the Original Series 2014-A Notes), and (e) the Company issued and sold to the Series 2017-A Purchasers, and the Series 2017-A Purchasers purchased from the Company, the Companys 3.42% Series 2017-A Senior Notes due June 16, 2027, in the original aggregate principal amount of $50,000,000 (the Original Series 2017-A Notes and, together with the Original Series 2010-A Notes, the Original Series 2012-A Notes, the Original Series 2012-B Notes and the Original Series 2014-A Notes, collectively, the Original Notes).

Roanoke Gas Company Private Shelf Facility Private Shelf Agreement Dated September 30, 2015 (August 4th, 2017)

To each Prudential Affiliate which becomes bound by this Agreement as hereinafter provided (each, a "Purchaser" and collectively, the "Purchasers"):

Advanced Drainage Systems, Inc. – ADVANCED DRAINAGE SYSTEMS, INC. SECOND AMENDED AND RESTATED PRIVATE SHELF AGREEMENT PRIVATE SHELF FACILITY Dated as of June 22, 2017 Amending and Restating the Amended and Restated Private Shelf Agreement Dated as of September 24, 2010, as Amended Prior to the Date Hereof (June 28th, 2017)

The undersigned, Advanced Drainage Systems, Inc., a Delaware corporation (herein called the Company), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

GRAYBAR ELECTRIC COMPANY, INC. Private Shelf Facility PRIVATE SHELF AGREEMENT (November 1st, 2016)

To each other MetLife Party which becomes bound by this Agreement as hereinafter provided (each, a "Purchaser" and collectively, the "Purchasers"):

Hillenbrand, Inc. – Re: Amendment No. 3 to Private Shelf Agreement (March 30th, 2016)

Reference is made to the Private Shelf Agreement, dated as of December 6, 2012 (as amended by Amendment No. 1 dated as of December 15, 2014 and Amendment No. 2 dated as of December 19, 2014, the "Note Agreement"), by and among Hillenbrand, Inc., an Indiana corporation (the "Company"), PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) ("Prudential") and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.

Alexander And Baldwin Inc – And Private Shelf Agreement (February 29th, 2016)

Prudential Investment Management, Inc. Each Prudential Affiliate which is a signatory hereof or hereafter becomes bound by certain provisions hereof as hereinafter provided

Advanced Drainage Systems, Inc. – Re: Amendment No. 9 and Consent to Amended and Restated Private Shelf Agreement (December 31st, 2015)

Reference is made to that certain Amended and Restated Private Shelf Agreement, dated as of September 24, 2010, as amended by that certain Amendment No. 1 to Amended and Restated Private Shelf Agreement dated December 12, 2011, Limited Waiver and Amendment No. 2 to Amended and Restated Private Shelf Agreement dated March 9, 2012, Amendment No. 3 to Amended and Restated Private Shelf Agreement dated March 30, 2012, Amendment No. 4 to Amended and Restated Private Shelf Agreement dated April 26, 2013, Amendment No. 5 to Amended and Restated Private Shelf Agreement dated June 12, 2013, including the Supplement thereto dated June 24, 2013, Amendment No. 6 to Amended and Restated Private Shelf Agreement dated September 23, 2013, Amendment No. 7 to Amended and Restated Private Shelf Agreement dated December 31, 2013, and Amendment No. 8 and Limited Waiver to Amended and Restated Private Shelf Agreement dated August 21, 2015 (as so amended, the Note Agreement), between Advanced Drainage System

EXECUTION VERSION CHESAPEAKE UTILITIES CORPORATION $150,000,000 PRIVATE SHELF FACILITY ______________ PRIVATE SHELF AGREEMENT ______________ Dated as of October 8, 2015 (November 5th, 2015)
Tennant Company – Re: Amendment No. 3 to Private Shelf Agreement (July 7th, 2015)

Reference is made to that certain Private Shelf Agreement, dated as of July 29, 2009 (as amended, the "Note Agreement"), between Tennant Company, a Minnesota corporation (the "Company"), on the one hand, and Prudential Investment Management, Inc. ("Prudential"), The Prudential Insurance Company of America, Physicians Mutual Insurance Company and each Prudential Affiliate which becomes party thereto, on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

Hillenbrand, Inc. – Re: Amendment No. 2 to Private Shelf Agreement (December 19th, 2014)

Reference is made to the Private Shelf Agreement, dated as of December 6, 2012 (as amended by Amendment No.1 dated as of December 15, 2014, the Note Agreement), by and among Hillenbrand, Inc., an Indiana corporation (the Company), Prudential Investment Management, Inc. (Prudential) and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.

Hillenbrand, Inc. – Re: Amendment No. 1 to Private Shelf Agreement (December 19th, 2014)

Reference is made to the Private Shelf Agreement, dated as of December 6, 2012 (the Note Agreement), by and among Hillenbrand, Inc., an Indiana corporation (the Company), Prudential Investment Management, Inc. (Prudential) and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.

Private Shelf Facility PRIVATE SHELF AGREEMENT Dated September 22, 2014 (November 4th, 2014)

To each other Prudential Affiliate which becomes bound by this Agreement as hereinafter provided (each, a "Purchaser" and collectively, the "Purchasers"):

Advanced Drainage Systems, Inc. – ADVANCED DRAINAGE SYSTEMS, INC. AMENDED AND RESTATED PRIVATE SHELF AGREEMENT PRIVATE SHELF FACILITY Dated as of September 24, 2010 Amending and Restating the Private Shelf Agreement Dated December 11, 2009 (June 6th, 2014)

The undersigned, Advanced Drainage Systems, Inc., an Delaware corporation (herein called the Company), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

Letter Amendment No. 1 to Private Shelf Agreement (June 10th, 2013)

The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Wholly-Owned Subsidiary prior to such merger or consolidation) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guaranty any Indebtedness of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit, except:

Hillenbrand, Inc. – Private Shelf Agreement (February 4th, 2013)

TO EACH OTHER PRUDENTIAL AFFILIATE WHICH BECOMES BOUND BY THIS AGREEMENT AS HEREINAFTER PROVIDED (EACH, A PURCHASER AND COLLECTIVELY, THE PURCHASERS):

Letter Amendment No. 1 to Private Shelf Agreement Dated as of September 9, 2009 (September 10th, 2012)

We refer to the Private Shelf Agreement dated as of September 9, 2009 (the "Shelf Agreement"), among Oceaneering International, Inc. (the "Company"), Prudential and the Purchasers which from time to time become bound thereunder. Unless otherwise defined herein, the terms defined in the Shelf Agreement, as amended hereby, shall be used herein as therein defined.

AZZ Incorporated Private Shelf Facility Private Shelf Agreement Dated as of October 28, 2011 (November 1st, 2011)

The Company will authorize the issue of its senior promissory notes (the "Notes", such term to include any such notes issued in substitution thereof pursuant to Section 13) in the aggregate principal amount of $100,000,000, to be dated the date of issue thereof, to mature, in the case of each Note so issued, no more than 10 years after the date of original issuance thereof, to have an average life, in the case of each Note so issued, of no more than 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to Section 2.1(f), and to be substantially in the form of Exhibit 1 attached hereto. The terms "Note" and "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note

LAYNE CHRISTENSEN COMPANY Private Shelf Facility PRIVATE SHELF AGREEMENT Dated July 8, 2011 (July 13th, 2011)

The Company will authorize the issue of its senior promissory notes (the "Shelf Notes", such term to include any such notes issued in substitution thereof pursuant to Section 13) in the aggregate principal amount of $150,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to Section 2(f), and to be substantially in the form of Exhibit 1 attached hereto. The terms "Note" and "Notes" as used herein shall include each Shelf Note delivered pursuant to any provision of

HENRY SCHEIN, INC. Private Shelf Facility PRIVATE SHELF AGREEMENT Dated August 9, 2010 (May 3rd, 2011)
Private Shelf Agreement (January 6th, 2011)

Herman Miller, Inc., a Michigan corporation (the "Company"), agrees with you as follows. Certain capitalized and ot her terms used in this Agreement are defined in Schedule A; and references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Acknowledgment of Amendment to Note Purchase and Private Shelf Agreement (December 1st, 2010)

This ACKNOWLEDGMENT OF AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this Acknowledgment) is dated as of September 30, 2010, by and among TIFFANY & CO., a Delaware corporation (the Company), and each of the holders of Notes (as defined below) on the signature pages hereto (collectively, the Noteholders). Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement (as defined below).

HENRY SCHEIN, INC. Private Shelf Facility PRIVATE SHELF AGREEMENT Dated August 9, 2010 (August 10th, 2010)

To each other prudential affiliate which becomes bound by this agreement as hereinafter provided (each a Purchaser and collectively, the Purchasers)

Stanley Furniture Company, Inc. – First Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement (August 6th, 2010)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this Amendment), is made and entered into as of August 2, 2010, 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).

Private Shelf Agreement (May 5th, 2010)

Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain provisions of this Agreement as hereinafter provided

Wd-40 – Re: First Amendment/Consent-Private Shelf Agreement Dated as of October 18, 2001 (April 8th, 2010)

Reference is made to the Note Purchase and Private Shelf Agreement, dated as of October 18, 2001 (as amended from time to time, the Agreement), by and between WD-40 Company (the Company), on the one hand, and The Prudential Insurance Company of America (Prudential) and each Prudential Affiliate which may become bound by certain provisions of the Agreement, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

NU SKIN ENTERPRISES, INC. MULTI-CURRENCY PRIVATE SHELF FACILITY PRIVATE SHELF AGREEMENT October 1, 2009 (March 1st, 2010)

The undersigned, Nu Skin Enterprises, Inc., a Delaware corporation (the "Company"), and each Issuer Subsidiary which from time to time may execute a Confirmation of Acceptance or issue Notes hereunder, hereby agree with the Purchasers as follows:

Stanley Furniture Company, Inc. – Second Amendment to Note Purchase and Private Shelf Agreement (February 5th, 2010)

THIS SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this Amendment), is made and entered into as of December 30, 2008, by and among Stanley Furniture Company, Inc. (the Company), and The Prudential Insurance Company of America (together with its successors and assigns, PICA), Pruco Life Insurance Company of New Jersey (Pruco), Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford Life Insurance Company (Hartford), Mutual of Omaha Insurance Company (Mutual) and Medica Health Plans (Medica and, together with PICA, Pruco, PRIAC, Hartford, Mutual and Medica, the Noteholders).

Stanley Furniture Company, Inc. – Fourth Amendment to Note Purchase and Private Shelf Agreement (December 22nd, 2009)

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).

OCEANEERING INTERNATIONAL, INC. Private Shelf Facility PRIVATE SHELF AGREEMENT Dated September 9, 2009 (September 9th, 2009)
Tennant Company – TENNANT COMPANY PRIVATE SHELF AGREEMENT PRIVATE SHELF FACILITY Dated as of July 29, 2009 (July 30th, 2009)

The undersigned, Tennant Company, a Minnesota corporation (herein called the "Company"), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.