To Note Purchase Agreement Sample Contracts

Amendment No. 3 to Note Purchase Agreement (April 27th, 2017)

This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT, dated as of February 9, 2016 (this "Amendment"), is entered into by and among Essendant Co., an Illinois corporation (formerly known as United Stationers Supply Co.; the "Company"), Essendant Inc., a Delaware corporation (formerly known as United Stationers Inc.; the "Parent"), and the holders of Notes issued by the Company that are parties hereto (the "Holders"). The Holders represent more than 50% in aggregate principal amount of the Notes outstanding as of the date hereof and are the "Required Holders" as defined in the Note Purchase Agreement.

Amendment No. 4 to Note Purchase Agreement (April 27th, 2017)

This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT, dated as of February 22, 2017 (this "Amendment"), is entered into by and among Essendant Co., an Illinois corporation (formerly known as United Stationers Supply Co.; the "Company"), Essendant Inc., a Delaware corporation (formerly known as United Stationers Inc.; the "Parent"), and the holders of Notes issued by the Company that are parties hereto (the "Noteholders").

AEP Transmission Company, LLC – Supplement to Note Purchase Agreement (This "Supplement") AEP Transmission Company, LLC (April 5th, 2017)

Reference is made to that certain Note Purchase Agreement, dated as of October 18, 2012 between AEP Transmission Company, LLC, a Delaware limited liability company, and each of the Initial Purchasers named in the Initial Purchaser Schedule attached thereto (the "Agreement"). Terms used but not defined herein shall have the respective meanings set forth in the Agreement.

AEP Transmission Company, LLC – Supplement to Note Purchase Agreement (This "Supplement") AEP Transmission Company, LLC (April 5th, 2017)

Reference is made to that certain Note Purchase Agreement, dated as of October 18, 2012 between AEP Transmission Company, LLC, a Delaware limited liability company, and each of the Initial Purchasers named in the Initial Purchaser Schedule attached thereto (as it may be amended or supplemented from time to time, the "Agreement"). Terms used but not defined herein shall have the respective meanings set forth in the Agreement.

Amendment No. 3 to Note Purchase Agreement (March 3rd, 2017)

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT, dated as of December 27, 2016 (this "Amendment"), to the Convertible Note Purchase Agreement, dated as of June 30, 2014 and amended by Amendment No. 1 thereto, dated as of June 22, 2016 and Amendment No. 2 thereto dated as of October 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"), by and among Cross Country Healthcare, Inc., a Delaware corporation (the "Issuer"), Cejka Search, Inc., a Delaware corporation ("Cejka"), Cross Country Staffing, Inc., a Delaware corporation ("Staffing"), MDA Holdings, Inc., a Delaware corporation ("MDA"), Assignment America, LLC, a Delaware limited liability company ("Assignment"), Travel Staff, LLC, a Delaware limited liability company ("Travel"), Local Staff, LLC, a Delaware limited liability company ("Local"), Medical Doctor Associates, LLC, a Delaware limited liability company ("Doctor"), OWS, LLC, a Delaware limited liability company ("OWS")

Navistar International Corp. – Amendment No. 8 to Note Purchase Agreement (November 22nd, 2016)

THIS AMENDMENT NO. 8 TO NOTE PURCHASE AGREEMENT (this Amendment) dated as of November 18, 2016, is entered into among Navistar Financial Securities Corporation, as the Seller (the Seller), Navistar Financial Corporation (NFC), as the Servicer (in such capacity, the Servicer), New York Life Insurance Company (NY Life), as a Managing Agent and as a Committed Purchaser, New York Life Insurance and Annuity Corporation (NYLIAC), as a Managing Agent and as a Committed Purchaser, Credit Suisse AG, New York Branch (CS NYB), as a Managing Agent, Credit Suisse AG, Cayman Islands Branch (CS CIB), as a Committed Purchaser, Alpine Securitization Corp. (Alpine Corp.), as assignor Conduit Purchaser, Alpine Securitization Ltd. (Alpine Ltd.), as assignee Conduit Purchaser, and Bank of America, National Association (Bank of America; together with NY Life, NYLIAC, CS NYB, CS CIB and Alpine, the Purchaser Parties), as Administrative Agent (in such capacity, the Administrative Agent), as a Managing Agent a

Southwest Gas – SOUTHWEST GAS CORPORATION 6.10% Senior Notes Due 2041 AMENDMENT NO. 2 to NOTE PURCHASE AGREEMENT Dated September 30, 2016 (November 8th, 2016)

This Amendment No. 2, dated September 30, 2016 (this Amendment No. 2), to the Note Purchase Agreement (as defined below), is by and among SOUTHWEST GAS CORPORATION, a California corporation (the Company), and the holders of the Notes (as defined below) (the Noteholders).

Supplement to Note Purchase Agreement (November 7th, 2016)

THIS SUPPLEMENT is entered into as of September 30, 2016 (this "Supplement") between NATIONAL HEALTH INVESTORS, INC., a corporation organized under the laws of Maryland (the "Company"); and the Purchasers listed in the attached Schedule A (the "Purchasers").

Limited Consent and Amendment No. 11 to Note Purchase Agreement (November 7th, 2016)

THIS LIMITED CONSENT AND AMENDMENT NO. 11 TO NOTE PURCHASE AGREEMENT, dated as of September 30, 2016, but effective as of the Effective Date (as defined in Section 3 hereof) (this "Amendment"), to the Note Purchase Agreement dated as of June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013, Amendment No. 2 thereto dated as of May 8, 2013, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, Amendment No. 5 thereto dated as of December 23, 2013, Amendment No. 6 thereto dated as of June 30, 2014, Amendment No. 7 thereto dated as of December 19, 2014, Amendment No. 8 thereto dated as of May 1, 2015, Amendment No. 9 thereto dated as of December 28, 2015, and Amendment No. 10 thereto dated as of February 9, 2016 (such note purchase agreement, as so amended, being referred to herein as the "Existing Note Purchase Agreement" and as the same shall be further amended hereby, the "Note Purchase Agreement"), is a

Amendment No. 2 to Note Purchase Agreement (November 4th, 2016)

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT, dated as of October 31, 2016 (this "Amendment"), to the Convertible Note Purchase Agreement, dated as of June 30, 2014 and amended by Amendment No. 1 thereto, dated as of June 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement"), by and among Cross Country Healthcare, Inc., a Delaware corporation (the "Issuer"), Cejka Search, Inc., a Delaware corporation ("Cejka"), Cross Country Staffing, Inc., a Delaware corporation ("Staffing"), MDA Holdings, Inc., a Delaware corporation ("MDA"), Assignment America, LLC, a Delaware limited liability company ("Assignment"), Travel Staff, LLC, a Delaware limited liability company ("Travel"), Local Staff, LLC, a Delaware limited liability company ("Local"), Medical Doctor Associates, LLC, a Delaware limited liability company ("Doctor"), OWS, LLC, a Delaware limited liability company ("OWS"), Credent Verification and Licensing Service, LLC, a Delaw

Amendment No. 2 to Note Purchase Agreement (November 3rd, 2016)

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this Amendment), is made as of October 31, 2016, by and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the Company), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase Agreement, dated as of September 17, 2008, (as in effect immediately prior to giving effect to this Amendment, the Existing Note Agreement and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the Note Agreement), by and among the Company and each holder of the Notes (collectively, the Noteholders). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Agreement.

Amendment No. 1 to Note Purchase Agreement (November 3rd, 2016)

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this Amendment), is made as of October 31, 2016, by and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the Company), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase Agreement, dated as of September 30, 2014, (as in effect immediately prior to giving effect to this Amendment, the Existing Note Agreement and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the Note Agreement), by and among the Company and each holder of the Notes (collectively, the Noteholders). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Agreement.

Amendment No. 2 to Note Purchase Agreement (November 3rd, 2016)

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this Amendment), is made as of October 31, 2016, by and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the Company), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase Agreement, dated as of August 30, 2007, (as in effect immediately prior to giving effect to this Amendment, the Existing Note Agreement and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the Note Agreement), by and among the Company and each holder of the Notes (collectively, the Noteholders). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Agreement.

Amendment No. 2 to Note Purchase Agreement (October 26th, 2016)

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT, dated as of August 30, 2016 (this "Amendment"), is entered into by and among Essendant Co., an Illinois corporation (formerly known as United Stationers Supply Co.; the "Company"), Essendant Inc., a Delaware corporation (formerly known as United Stationers Inc.; the "Parent"), and the holders of Notes issued by the Company that are parties hereto.

INTREPID POTASH, INC. SECOND AMENDMENT AND SIXTH WAIVER TO NOTE PURCHASE AGREEMENT $60,000,000 3.23% Senior Notes, Series A, Due April 16, 2020 $45,000,000 4.13% Senior Notes, Series B, Due April 14, 2023 $45,000,000 4.28% Senior Notes, Series C, Due April 16, 2025 (October 4th, 2016)

Pursuant to the Waiver to Note Purchase Agreement dated as of March 23, 2016 by and among the Company and the Holders, each of the Holders waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 until May 13, 2016.

Natural Resource Partners Lp – FOURTH AMENDMENT DATED AS OF SEPTEMBER 9, 2016 TO Note Purchase Agreements Dated as of June 19, 2003 Re: 5.55% Senior Notes, Series A, Due June 19, 2023 4.91% Senior Notes, Series B, Due June 19, 2018 5.05% Senior Notes, Series D, Due July 19, 2020 5.82% Senior Notes, Series E, Due March 28, 2024 8.38% Senior Notes, Series F, Due March 25, 2019 8.92% Senior Notes, Series G, Due March 25, 2024 4.73% Senior Notes, Series H, Due December 1, 2023 5.03% Senior Notes, Series I, Due December 1, 2026 5.03% Senior Notes, Series J, Due December 1, 2026 5.18% Senior Notes, Series K, Due December 1, 2026 (September 12th, 2016)

Reference is made to (i) the separate Note Purchase Agreements each dated as of June 19, 2003 (as amended and supplemented from time to time, collectively, the "Note Agreements"), by and between NRP (Operating) LLC, a Delaware limited liability company (the "Company"), and the holders of the Notes (as defined below) (collectively, the "Holders"), (ii) the $60,000,000 initial aggregate principal amount of 5.55% Senior Notes, Series A, due June 19, 2023, of the Company (the "Series A Notes"), (iii) the $80,000,000 initial aggregate principal amount of 4.91% Senior Notes, Series B, due June 19, 2018, of the Company (the "Series B Notes"), (iv) the $100,000,000 initial aggregate principal amount of 5.05% Senior Notes, Series D, due July 19, 2020, of the Company (the "Series D Notes"), (v) the $225,000,000 initial aggregate principal amount of 5.82% Senior Notes, Series E, due March 28, 2024, of the Company (the "Series E Notes"), (vi) the $150,000,000 initial aggregate principal amount of

Second Waiver to Note Purchase Agreement (August 10th, 2016)

This SECOND WAIVER TO NOTE PURCHASE AGREEMENT dated as of June 7, 2016 (this "Waiver") to the Note Purchase Agreement (as defined below) is between Omega Pharma N.V., a company incorporated with limited liability in Belgium (the "Company"), and each of the institutions which is a signatory to this Waiver (collectively, the "Noteholders").

Waiver to Note Purchase Agreement (August 10th, 2016)

Reference is hereby made to that Waiver to Note Purchase Agreement dated as of May 16, 2016 between Omega Pharma N.V. (the "Company") and each of the Noteholders party thereto, as the same may be amended, restated, modified or supplemented from time to time (as amended, the "Waiver"). Capitalized terms which are used herein without definition and which are defined in the Waiver shall have the same meanings herein as in the Waiver.

Validus Holdings, Ltd. – Amendment No. 3 to Note Purchase Agreement (August 5th, 2016)

THIS AMENDMENT NO. 3 (this "Amendment") is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company ("Validus Re" or the "New Issuer"), and VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the "Guarantor").

Aaron's, Inc. – Amendment No. 3 to Note Purchase Agreement (August 4th, 2016)

This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (this "Agreement"), is made as of June 30, 2016, by and among (a) AARON'S, INC., a Georgia corporation (together with its successors and assigns, the "Company") and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, "AIC" and together with the Company, collectively, the "Issuers"), and (b) each of the Persons holding one or more Notes (as defined below) on the Third Amendment Effective Date (as defined below) (collectively, the "Noteholders"), with respect to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, and that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015 (as so amended and in effect immediately prior to giving effect to this Agreement, the "Current Note Purchase Agreement" and, as amended pursuant to this Agreement and as may be further am

Aaron's, Inc. – Amendment No. 6 to Note Purchase Agreement (August 4th, 2016)

This AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT (this "Agreement"), is made as of June 30, 2016, by and among (a) AARON'S, INC., a Georgia corporation (together with its successors and assigns, the "Company"), AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, "AIC" and together with the Company, collectively, the "Issuers"), and certain Subsidiaries of the Company signatory hereto (together with the Issuers, collectively, the "Obligors"), and (b) each of the Persons holding one or more Notes (as defined below) on the Sixth Amendment Effective Date (as defined below) (collectively, the "Noteholders"), with respect to that certain Note Purchase Agreement, dated as of July 5, 2011 (the "Original Note Purchase Agreement"), as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 19, 2012, that certain Amendment No. 2 to Note Purchase Agreement, dated as of October 8, 2013, that certain Amendment No. 3 to Note Purc

Aaron's, Inc. – Amendment No. 3 to Note Purchase Agreement (August 4th, 2016)

This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (this "Agreement"), is made as of June 30, 2016, by and among (a) AARON'S, INC., a Georgia corporation (together with its successors and assigns, the "Company") and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, "AIC" and together with the Company, collectively, the "Issuers"), and (b) each of the Persons holding one or more Notes (as defined below) on the Third Amendment Effective Date (as defined below) (collectively, the "Noteholders"), with respect to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, and that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015 (as so amended and in effect immediately prior to giving effect to this Agreement, the "Current Note Purchase Agreement" and, as amended pursuant to this Agreement and as may be further am

INTREPID POTASH, INC. FIFTH WAIVER TO NOTE PURCHASE AGREEMENT $60,000,000 3.23% Senior Notes, Series A, Due April 16, 2020 $45,000,000 4.13% Senior Notes, Series B, Due April 14, 2023 $45,000,000 4.28% Senior Notes, Series C, Due April 16, 2025 (July 29th, 2016)

Pursuant to the Waiver to Note Purchase Agreement dated as of March 23, 2016 by and among the Company and the Holders, each of the Holders waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 until May 13, 2016.

Fluoropharma Medical, Inc. – Amendment No. 1 to Note Purchase Agreement (July 27th, 2016)

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT by and between FLUOROPHARMA MEDICAL, INC. and one or more Purchasers (this "Amendment"), dated initially as of July 22, 2016, is made by FluoroPharma Medical, Inc., a Nevada corporation (the "Company"), and the undersigned (each, a "Purchaser" and, collectively, the "Purchasers"). The Company and the Purchasers are sometimes referred to individually as "Party" and collectively as the "Parties".

INTREPID POTASH, INC. FOURTH WAIVER TO NOTE PURCHASE AGREEMENT $60,000,000 3.23% Senior Notes, Series A, Due April 16, 2020 $45,000,000 4.13% Senior Notes, Series B, Due April 14, 2023 $45,000,000 4.28% Senior Notes, Series C, Due April 16, 2025 (July 15th, 2016)

Pursuant to the Waiver to Note Purchase Agreement dated as of March 23, 2016 by and among the Company and the Holders, each of the Holders waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 until May 13, 2016.

Amendment No. 1 With Respect to Note Purchase Agreement (July 11th, 2016)

THIS AMENDMENT NO. 1 WITH RESPECT TO NOTE PURCHASE AGREEMENT (this "Amendment") is executed and delivered as of July 5, 2016 ("Effective Date") by and among PLEXUS CORP., a Wisconsin corporation (the "Company"), and METROPOLITAN LIFE INSURANCE COMPANY, METLIFE INSURANCE COMPANY USA, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, STATE OF WISCONSIN INVESTMENT BOARD, CMFG LIFE INSURANCE COMPANY, TRAVELERS CASUALTY INSURANCE COMPANY OF AMERICA and ASSURITY LIFE INSURANCE COMPANY (collectively, the "Holders"). All capitalized terms used herein without definition shall have the same meanings as set forth in the Note Purchase Agreement (as defined below).

Amendment No. 2 to Note Purchase Agreement (July 6th, 2016)
Amendment No. 2 to Note Purchase Agreement (July 6th, 2016)
Sovran Acquisition Ltd Partnership – Amendment No. 2 to Note Purchase Agreement (July 6th, 2016)
Sovran Acquisition Ltd Partnership – Amendment No. 2 to Note Purchase Agreement (July 6th, 2016)
INTREPID POTASH, INC. THIRD WAIVER TO NOTE PURCHASE AGREEMENT $60,000,000 3.23% Senior Notes, Series A, Due April 16, 2020 $45,000,000 4.13% Senior Notes, Series B, Due April 14, 2023 $45,000,000 4.28% Senior Notes, Series C, Due April 16, 2025 (June 30th, 2016)

Pursuant to the Waiver to Note Purchase Agreement dated as of March 23, 2016 by and among the Company and the Holders, each of the Holders waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ending March 31, 2016 until May 13, 2016.

Index to Note Purchase Agreement (June 15th, 2016)

"Actual Knowledge" means (a) as it applies to Mortgagee, actual knowledge of a responsible officer in the Corporate Trust Office, and (b) as it applies to Owner, actual knowledge of a Vice President or more senior officer of Owner or any other officer of Owner having responsibility for the transactions contemplated by the Operative Agreements; provided that each of Owner and Mortgagee shall be deemed to have "Actual Knowledge" of any matter as to which it has received notice from Owner, any Note Holder or Mortgagee, such notice having been given pursuant to Section 11.05 of the Trust Indenture.

Navistar International Corp. – Amendment No. 7 to Note Purchase Agreement (June 2nd, 2016)

THIS AMENDMENT NO. 7 TO NOTE PURCHASE AGREEMENT (this Amendment) dated as of May 27, 2016, is entered into among Navistar Financial Securities Corporation, as the Seller (the Seller), Navistar Financial Corporation (NFC), as the Servicer (in such capacity, the Servicer), New York Life Insurance Company (NY Life), as a Managing Agent and as a Committed Purchaser, New York Life Insurance and Annuity Corporation (NYLIAC), as a Managing Agent and as a Committed Purchaser, Credit Suisse AG, New York Branch (CS NYB), as a Managing Agent, Credit Suisse AG, Cayman Islands Branch (CS CIB), as a Committed Purchaser, Alpine Securitization Corp. (Alpine), as a Conduit Purchaser, and Bank of America, National Association (Bank of America; together with NY Life, NYLIAC, CS NYB, CS CIB and Alpine, the Purchaser Parties), as Administrative Agent (in such capacity, the Administrative Agent), as a Managing Agent and as a Committed Purchaser. Capitalized terms used herein without definition shall have th

Amendment No. 10 to Note Purchase Agreement (May 31st, 2016)

THIS AMENDMENT NO. 10 TO NOTE PURCHASE AGREEMENT, dated as of February 9, 2016, but effective as of the Effective Date (as defined in Section 2 hereof) (this "Amendment"), to the Note Purchase Agreement dated as of June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013, Amendment No. 2 thereto dated as of May 8, 2013, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, Amendment No. 5 thereto dated as of December 23, 2013, Amendment No. 6 thereto dated as of June 30, 2014, Amendment No. 7 thereto dated as of December 19, 2014, Amendment No. 8 thereto dated as of May 1, 2015, and Amendment No. 9 thereto dated as of December 28, 2015 (such note purchase agreement, as so amended, being referred to herein as the "Existing Note Purchase Agreement" and as the same shall be further amended hereby, the "Note Purchase Agreement"), is among NGL Energy Partners LP, a Delaware limited partnership (the "Company"),

Waiver to Note Purchase Agreement (May 16th, 2016)

This WAIVER TO NOTE PURCHASE AGREEMENT dated as of May 16, 2016 (this "Waiver") to the Note Purchase Agreement (as defined below) is between Omega Pharma N.V., a company incorporated with limited liability in Belgium (the "Company"), and each of the institutions which is a signatory to this Waiver (collectively, the "Noteholders").