Master Note Purchase Agreement Sample Contracts

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FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • April 17th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec • New York

This FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of August 12, 2022, by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, ACUITAS CAPITAL LLC, a Delaware limited liability company (the “Purchaser”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the below referenced Note Purchase Agreement, as amended hereby.

WITNESSETH
Master Note Purchase Agreement • November 23rd, 2004 • Fairfax Financial Holdings LTD/ Can • Fire, marine & casualty insurance • New York
EX-10.3 2 dex103.htm SECOND SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT PERRIGO COMPANY SECOND SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of September 1, 2011 $75,000,000 4.27% Senior Notes, Series 2011-A, due September 30, 2021...
Master Note Purchase Agreement • May 5th, 2020 • New York

This Second Supplement to Master Note Purchase Agreement (this “Second Supplement” or this “Agreement”) is among PERRIGO COMPANY, a Michigan corporation (the “Company”), and the institutional investors named on the attached Schedule A (collectively, the “Purchasers”) hereto.

AMENDMENT NO. 1 TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This AMENDMENT NO. 1 TO MASTER NOTE PURCHASE AGREEMENT, dated as of July 21, 2009 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This AMENDMENT NO. 5 TO MASTER NOTE PURCHASE AGREEMENT, dated as of February 20, 2015 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This AMENDMENT NO. 2 TO MASTER NOTE PURCHASE AGREEMENT, dated as of November 24, 2010 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

and its Subsidiaries First Supplement to Master Note Purchase Agreement Dated as of October 26, 2009
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This First Supplement to Master Note Purchase Agreement (the “Supplement”) is between each of Waste Connections, Inc., a Delaware corporation (the “Company”), and its Subsidiaries party hereto (together with the Company, the “Obligors”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).

FARMER MAC MORTGAGE SECURITIES CORPORATION as Note Purchaser NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION as Borrower FEDERAL AGRICULTURAL MORTGAGE CORPORATION as Guarantor
Master Note Purchase Agreement • May 10th, 2011 • Federal Agricultural Mortgage Corp • Federal & federally-sponsored credit agencies • District of Columbia

AMENDED AND RESTATED MASTER NOTE PURCHASE AGREEMENT, dated as of March 24, 2011 (the “Agreement”), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“Farmer Mac” or the “Guarantor”); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (“National Rural”); and Farmer Mac, as Guarantor.

EX-4.2 3 d375970dex42.htm EX-4.2 Execution Version NORDSON CORPORATION MASTER NOTE PURCHASE AGREEMENT Dated as of July 26, 2012 Initial Issuance of $68,000,000 3.07% Senior Notes, Series 2012-A, due July 25, 2025 $75,000,000 3.13% Senior Notes, Series...
Master Note Purchase Agreement • May 5th, 2020 • New York

The undersigned, Nordson Corporation, an Ohio 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.

FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • November 2nd, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec

This FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of October 31, 2023 (the “Fifth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purchaser”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Note Purchase Agreement (as defined below).

AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This AMENDMENT NO. 3 TO MASTER NOTE PURCHASE AGREEMENT, dated as of October 12, 2011 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Existing Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Existing Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Amended Purchase Agreement (defined herein).

Contract
Master Note Purchase Agreement • May 5th, 2020

EX-4.01 2 ex401firstsupplementalabam.htm EXHIBIT 4.01 Exhibit 4.01 SPIRE ALABAMA INC. FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of December 1, 2017 Re: $30,000,000 4.02% Series 2017A Senior Notes due January 15, 2058 $45,000,000 3.92% Series 2017B Senior Notes due January 15, 2048 SPIRE ALABAMA INC. 2101 6th Avenue North Birmingham, AL 35203 Dated as of December 1, 2017 To the Purchaser(s) named in Schedule A hereto Ladies and Gentlemen: This First Supplement to Master Note Purchase Agreement (this “Supplement”) is between SPIRE ALABAMA INC., an Alabama corporation (as successor to Alabama Gas Corporation, the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”). Reference is hereby made to that certain Master Note Purchase Agreement dated as of June 5, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A

EX-10.4 2 dex104.htm FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT DATED AS OF APRIL 30, 2010 PERRIGO COMPANY FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of April 30, 2010 $115,000,000 4.91% Senior Notes, Series 2010-A, due April...
Master Note Purchase Agreement • May 5th, 2020 • New York

This First Supplement to Master Note Purchase Agreement (this “First Supplement” or this “Agreement”) is among PERRIGO COMPANY, a Michigan corporation (the “Company”), and the institutional investors named on the attached Schedule A (collectively, the “Purchasers”) hereto.

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE OMITTED PORTIONS ARE INDICATED BY [**].
Master Note Purchase Agreement • August 6th, 2010 • United Stationers Inc • Wholesale-paper & paper products • New York

UNITED STATIONERS INC., a Delaware corporation (the “Parent”), and UNITED STATIONERS SUPPLY CO., an Illinois corporation and a Subsidiary of the Parent (the “Company”), agree with you as follows:

AMENDMENT NO. 4 TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This AMENDMENT NO. 4 TO MASTER NOTE PURCHASE AGREEMENT, dated as of August 9, 2013 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the purchasers from time to time party to the Purchase Agreement referred to below (each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below.

MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • June 7th, 2016 • Waste Connections, Inc. • Refuse systems • New York

This AMENDMENT NO. 6 TO MASTER NOTE PURCHASE AGREEMENT, dated as of June 1, 2016 (this “Amendment”), is by and among (a) Waste Connections, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company from time to time party to the Purchase Agreement referred to below (the “Subsidiaries,” and the Company and the Subsidiaries are each referred to herein as an “Obligor” and, collectively, the “Obligors”), and (b) each of the undersigned holders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement referred to below, including the definitions added in this Amendment, as applicable.

EX-4.C 3 d241496dex4c.htm FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT EXECUTION COPY POLARIS INDUSTRIES INC. FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT $25,000,000 3.81% Senior Notes, Series 2011, Tranche A, due May 2, 2018 $75,000,000...
Master Note Purchase Agreement • May 5th, 2020 • New York

Reference is made to the Master Note Purchase Agreement dated as of December 13, 2010, (the “Note Agreement”) between Polaris Industries Inc., a Minnesota corporation (the “Company”), and you pursuant to which the Company issued $100,000,000 aggregate principal amount of its Senior Notes, consisting of (i) $25,000,000 aggregate principal amount of its 3.81% Senior Notes, Series 2011, Tranche A, due May 2, 2018 and (ii) $75,000,000 aggregate principal amount of its 4.60% Senior Notes, Series 2011, Tranche B, due May 3, 2021 (collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Note Agreement, as amended by this First Amendment to Note Purchase Agreement (this “First Amendment”).

MASTER NOTE PURCHASE AGREEMENT Dated as of December 4, 2014 Initial Issuance of $500,000,000 Senior Notes $225,000,000 3.18% Senior Notes, Series 2015-A, due February 15, 2022 $200,000,000 3.58% Senior Notes, Series 2015-B, due February 14, 2025...
Master Note Purchase Agreement • December 5th, 2014 • Cerner Corp /Mo/ • Services-computer integrated systems design • New York

CERNER CORPORATION, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the “Company”), agrees with you as follows:

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POLARIS INC. FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • May 29th, 2020 • Polaris Inc. • Miscellaneous transportation equipment • New York

Reference is made to the Master Note Purchase Agreement, dated as of July 2, 2018, by and among Polaris Inc. (formerly known as Polaris Industries Inc.), a Minnesota corporation (the “Company”), and the Purchasers listed in Schedule A attached thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Note Purchase Agreement”), pursuant to which the Company issued its $350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028 (as may be amended, restated, supplemented or otherwise modified from time to time, collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” The Existing Note Purchase Agreement, as modified by this First Amendment to Master Note Purchase Agreement (this “Amendment Agreement”) and as may be further amended, restated, supplemented or otherwise modified from time to time, is referred to herein as the “Note Purchase Agreement”. Capitalized terms used and not

MASTER NOTE PURCHASE AGREEMENT Dated as of July 26, 2012 Initial Issuance of $68,000,000 3.07% Senior Notes, Series 2012-A, due July 25, 2025 $75,000,000 3.13% Senior Notes, Series 2012-B, due July 26, 2024 $37,000,000 2.62% Senior Notes, Series...
Master Note Purchase Agreement • December 14th, 2018 • Nordson Corp • General industrial machinery & equipment, nec • New York

The undersigned, Nordson Corporation, an Ohio 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.

November 9, 2023
Master Note Purchase Agreement • November 15th, 2023 • Acuitas Group Holdings, LLC • Services-misc health & allied services, nec

This letter relates to that certain Master Note Purchase Agreement dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation, as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capital LLC, a Delaware limited liability company, and U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties, as amended by that certain First Amendment thereto, dated as of August 12, 2022, that certain Second Amendment thereto, dated as of November 19, 2022, that certain Third Amendment thereto, dated as of December 30, 2022, that certain Fourth Amendment to Master Note Purchase Agreement, dated as of June 23, 2023, and that certain Fifth Amendment to Master Note Purchase Agreement, dated as of October 31, 2023 (as amended to date, the “Keep Well Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Keep Well Agreement.

August 13, 2024
Master Note Purchase Agreement • August 14th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec

This letter relates to that certain Master Note Purchase Agreement, dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capital LLC, a Delaware limited liability company (“Purchaser”), and U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties, as amended by that certain First Amendment thereto, dated as of August 12, 2022, that certain Second Amendment thereto, dated as of November 19, 2022, that certain Third Amendment thereto, dated as of December 30, 2022, that certain Fourth Amendment to Master Note Purchase Agreement, dated as of June 23, 2023, that certain Fifth Amendment to Master Note Purchase Agreement, dated as of October 31, 2023, and that certain Sixth Amendment to Master Note Purchase Agreement, dated as of March 28, 2024 (as amended to date, the “Keep Well Agreement”). Capitalized terms used herein and not otherwise defined herein shall h

THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • January 4th, 2023 • Ontrak, Inc. • Services-misc health & allied services, nec

This THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of December 30, 2022, by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purchaser”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Note Purchase Agreement (as defined below).

SILVER POINT SPECIALTY CREDIT FUND, L.P. $145,000,000 4.00% Series 2021A Senior Notes due November 4, 2026 MASTER NOTE PURCHASE AGREEMENT Dated November 4, 2021
Master Note Purchase Agreement • May 12th, 2023 • Silver Point Specialty Lending Fund • New York

SILVER POINT SPECIALTY CREDIT FUND, L.P., a Delaware limited partnership acting through its general partner, Silver Point Specialty Credit Fund GP, LLC (the “Company”), agrees with each of the Purchasers as follows:

ARCH CHEMICALS, INC. 4.00% SERIES 2010-A SENIOR NOTES DUE DECEMBER 31, 2017 MASTER NOTE PURCHASE AGREEMENT DATED AS OF SEPTEMBER 9, 2010
Master Note Purchase Agreement • January 7th, 2011 • Arch Chemicals Inc • Chemicals & allied products • New York

Arch Chemicals, Inc., a Virginia corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Master Note Purchase Agreement (this “Agreement”) as follows:

TCG BDC, Inc. First Supplement to Master Note Purchase Agreement Dated as of December 8, 2020
Master Note Purchase Agreement • December 11th, 2020 • TCG Bdc, Inc. • New York

This First Supplement to Master Note Purchase Agreement (the “Supplement”) is among TCG BDC, Inc., a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).

AMENDMENT NO. 1 TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • March 27th, 2018 • Waste Connections, Inc. • Refuse systems • New York

Reference is made to that certain Master Note Purchase Agreement, dated as of June 1, 2016 (as amended and in effect from time to time, the “Note Purchase Agreement”), by and among (a) the Company, and (b) each of the holders from time to time of the Notes. Capitalized terms which are used herein without definition and which are defined in the Note Purchase Agreement shall have the same meanings herein as in the Note Purchase Agreement.

IMS JAPAN K.K. IMS HEALTH INCORPORATED LIMITED WAIVER AND FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT ¥34,395,000,000 1.70% Guaranteed Senior Notes, Series 2006-A, due January 27, 2013
Master Note Purchase Agreement • February 25th, 2010 • Ims Health Inc • Services-computer processing & data preparation • New York

Reference is made to the Master Note Purchase Agreement dated as of January 27, 2006 (the “Note Agreement”) between IMS Japan K.K., a Japanese corporation (the “Company”), IMS Health Incorporated, a Delaware corporation (the “Guarantor”), and you pursuant to which the Company issued ¥34,395,000,000 aggregate principal amount of its 1.70% Guaranteed Senior Notes, Series 2006-A, due January 27, 2013 (collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Note Agreement, as amended by this Limited Waiver and First Amendment to Master Note Purchase Agreement (this “First Amendment”).

SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT
Master Note Purchase Agreement • March 28th, 2024 • Ontrak, Inc. • Services-misc health & allied services, nec

This SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of March 28, 2024 (the “Sixth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purchaser”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Note Purchase Agreement (as defined below).

ENCORE WIRE CORPORATION ENCORE WIRE LIMITED $300,000,000 Aggregate Principal Amount Senior Notes Issuable in Series Initial Issuance of $55,000,000 Floating Rate Senior Notes, Series 2006-A due September 30, 2011 MASTER NOTE PURCHASE AGREEMENT Dated...
Master Note Purchase Agreement • November 7th, 2006 • Encore Wire Corp /De/ • Rolling drawing & extruding of nonferrous metals • Illinois

ENCORE WIRE LIMITED, a Texas limited partnership (the “Company”), and ENCORE WIRE CORPORATION, a Delaware corporation (the “Parent”), agree with you as follows:

Tortoise North American Energy Corporation U.S.$25,000,000 5.56% Senior Notes, Series B, due June 17, 2011 U.S.$20,000,000 6.23% Senior Notes, Series C, due June 17, 2015 Master Note Purchase Agreement Dated June 17, 2008
Master Note Purchase Agreement • April 15th, 2010 • Tortoise North American Energy Corp • New York

Tortoise North American Energy Corporation, a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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