RECITALS --------Note Purchase and Private Shelf Agreement • June 2nd, 2009 • Tiffany & Co • Retail-jewelry stores • New York
Contract Type FiledJune 2nd, 2009 Company Industry Jurisdiction
McGRATH RENTCORP SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Revolving Private Shelf Facility June 8, 2023Note Purchase and Private Shelf Agreement • June 13th, 2023 • McGrath Rentcorp • Services-equipment rental & leasing, nec • New York
Contract Type FiledJune 13th, 2023 Company Industry Jurisdiction
LIPPERT COMPONENTS, INC. Guaranteed By: FIFTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF NOVEMBER 11, 2019 $50,000,000 3.80% SERIES B SENIOR NOTES DUE MARCH 29, 2022 and $200,000,000 REVOLVING PRIVATE SHELF FACILITYNote Purchase and Private Shelf Agreement • November 14th, 2019 • Lci Industries • Motor vehicle parts & accessories • New York
Contract Type FiledNovember 14th, 2019 Company Industry Jurisdiction1A. Background. The Obligors, Prudential and each of the Series B Purchasers are parties to that certain Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 27, 2016 (as amended to date, the “Existing Agreement”), pursuant to which the Issuer issued its 3.35% Series A Senior Notes due March 20, 2020, in the aggregate original principal amount of $50,000,000 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor pursuant to paragraph 13D, the “Series A Notes”). On March 29, 2019, the Issuer refinanced the Series A Notes and issued its 3.80% Series B Senior Notes due March 29, 2022 (the “Series B Notes”) pursuant to the shelf facility under the Existing Agreement, the proceeds of which were applied to repay the Series A Notes in full.
SECOND AMENDED AND RESTATED NOTE PURCHASENote Purchase and Private Shelf Agreement • February 29th, 2016 • Alexander & Baldwin, Inc. • Real estate • New York
Contract Type FiledFebruary 29th, 2016 Company Industry JurisdictionExhibit A -- Form of Shelf Note Exhibit B -- Form of Request for Purchase Exhibit C -- Form of Confirmation of Acceptance Exhibit D -- Form of Joinder Agreement Schedule 6B(1) -- Existing Liens Schedule 8A -- Subsidiaries of Holdings and Ownership of Subsidiary Equity
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • June 6th, 2016 • LTC Properties Inc • Real estate investment trusts • New York
Contract Type FiledJune 6th, 2016 Company Industry JurisdictionAIG Asset Management (U.S.), LLC Each AIG Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided
THIRD AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • October 5th, 2022 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York
Contract Type FiledOctober 5th, 2022 Company Industry JurisdictionThis Third Amendment to Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of September 30, 2022, by and among Tractor Supply Company, a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).
SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • November 2nd, 2018 • Franklin Electric Co Inc • Motors & generators • New York
Contract Type FiledNovember 2nd, 2018 Company Industry JurisdictionTHIS SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this "Amendment"), is made and entered into as of July 30, 2018, by and among Franklin Electric Co., Inc., an Indiana corporation (the "Company"), NYL Investors LLC ("NYL Investors") and each of the undersigned holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the "Noteholders").
Re: Amendment No. 1 to Note Purchase and Private Shelf AgreementNote Purchase and Private Shelf Agreement • July 31st, 2023 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
Contract Type FiledJuly 31st, 2023 Company Industry JurisdictionThis letter agreement (this “Letter”) makes reference to that certain Note Purchase and Private Shelf Agreement, dated as of August 23, 2019 (the “Note Agreement”), among Worthington Industries, Inc., an Ohio corporation (the “Company”), Worthington Industries International S.à r.l., a private limited liability company (société à responsabilité limitée) having its registered office at 2B, Ennert dem Bierg, L-5244 Sandweiler, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B 155530 and having a share capital of EUR58,818 (herein called “LuxCo”), and Worthington Cylinders GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under Austrian law, having its seat at Kienberg, municipality Gaming, and its registered business address at Beim Flaschenwerk 1, 3291 Kienberg, Austria, registered with the Austrian companies register under number FN 167898 i (herein called “AustriaCo”; together with LuxCo, collectively the “Iss
EXECUTION COPY WASTE INDUSTRIES, INC. NOTE PURCHASE AND PRIVATE SHELF AGREEMENT 6.96% SERIES A SENIOR NOTES DUE JUNE 30, 2008 PRIVATE SHELF FACILITY as of June 30, 1998 TABLE OF CONTENTSNote Purchase and Private Shelf Agreement • August 14th, 1998 • Waste Industries Inc • Refuse systems • New York
Contract Type FiledAugust 14th, 1998 Company Industry Jurisdiction
WAUSAU PAPER CORP. NOTE PURCHASE AND PRIVATE SHELF AGREEMENT and PRIVATE SHELF FACILITY Dated as of March 31, 2010Note Purchase and Private Shelf Agreement • August 25th, 2011 • Wausau Paper Corp. • Paper mills • Illinois
Contract Type FiledAugust 25th, 2011 Company Industry Jurisdiction
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELFNote Purchase and Private Shelf Agreement • June 9th, 2020 • Tiffany & Co • Retail-jewelry stores • New York
Contract Type FiledJune 9th, 2020 Company Industry JurisdictionAMENDMENT NO. 2 TO THE AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) by and among Tiffany & Co., a Delaware corporation (the “Company”), and each of the holders of the Series B Notes (as defined below) on the signature pages hereto (collectively, the “Noteholders”).
Re: Amendment No. 2 to Third Amended and Restated Note Purchase and Private Shelf AgreementNote Purchase and Private Shelf Agreement • November 2nd, 2018 • Franklin Electric Co Inc • Motors & generators • Illinois
Contract Type FiledNovember 2nd, 2018 Company Industry JurisdictionReference is made to that certain Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 28, 2015, as amended by Amendment No. 1 to Third Amended and Restated Note Purchase and Private Shelf Agreement, dated October 28, 2016 (the “Note Agreement”), by and among Franklin Electric Co., Inc., an Indiana corporation (the “Company”), and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.)(“Prudential”) and the Prudential Affiliates party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.
EX-10.3 4 d620258dex103.htm EX-10.3 AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of August 15, 2013Note Purchase and Private Shelf Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionTHIS AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) is entered into between Digital Realty Trust, L.P. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and the other Purchasers party to the Note Agreement referred to below, on the other hand.
AMENDMENT No. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • May 5th, 2020 • Illinois
Contract Type FiledMay 5th, 2020 JurisdictionTHIS AMENDMENT No. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT is dated as of January 18, 2008 (this “Amendment”) is made to the Note Purchase and Private Shelf Agreement dated as of April 13, 2004 (the “Note Agreement”) among CHS Inc. (formerly known as Cenex Harvest States Cooperatives), a nonstock agricultural cooperative organized under the laws of the State of Minnesota (the “Company”) and Prudential Investment Management, Inc., (“PIM”), The Prudential Insurance Company of America, ING Life Insurance and Annuity Company, United of Omaha Life Insurance Company, Reliastar Life Insurance Company, Mutual of Omaha Insurance Company and each Prudential Affiliate which becomes party thereto in accordance with the terms of such agreement (jointly the “Purchasers”). This Amendment shall be effective as of the time determined in accordance with in Section 6 below.
FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 23rd, 2023 • Old Dominion Freight Line, Inc. • Trucking (no local) • New York
Contract Type FiledMarch 23rd, 2023 Company Industry Jurisdiction
FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • May 20th, 2021 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledMay 20th, 2021 Company Industry JurisdictionThis FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT dated as of May 14, 2021 (this “Amendment”), is made by and among MGP Ingredients, Inc., a Kansas corporation (the “Company”), and the holders of Notes (as defined in the below described Note Agreement) (the “Noteholders”) listed on the signature pages hereto.
TIFFANY & CO. AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DATED AS OF JULY 25, 2012 $50,000,000 PRINCIPAL AMOUNT OF 10.0% SERIES A SENIOR NOTES DUE APRIL 9, 2018 $100,000,000 PRINCIPAL AMOUNT OF 4.40% SERIES B-M SENIOR NOTES DUE...Note Purchase and Private Shelf Agreement • July 27th, 2012 • Tiffany & Co • Retail-jewelry stores • New York
Contract Type FiledJuly 27th, 2012 Company Industry JurisdictionSeparately addressed to Metropolitan Life Insurance Company and each of the other Purchasers listed on the attached Schedule A
TABLE OF CONTENTS (not part of agreement) Page ---- 1. AUTHORIZATION OF ISSUE OF NOTES............................................1 1A. Authorization of Issue of Series B Notes......................1 1B. Authorization of Issue of Shelf...Note Purchase and Private Shelf Agreement • April 10th, 2001 • Cenex Harvest States Cooperatives • Wholesale-farm product raw materials • Illinois
Contract Type FiledApril 10th, 2001 Company Industry Jurisdiction
Second Amendment to Note Purchase and Private Shelf AgreementNote Purchase and Private Shelf Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
Contract Type FiledNovember 5th, 2021 Company Industry JurisdictionThis Second Amendment to Note Purchase and Private Shelf Agreement (this “Second Amendment”) dated as of August 31, 2021 is by and among Alexander & Baldwin, LLC, a Delaware limited liability company (the “Company”), Alexander & Baldwin, LLC, Series R (“Series R”), Alexander & Baldwin, LLC, Series T (“Series T”), Alexander & Baldwin, LLC, Series M (“Series M” and together with the Company, Series R and Series T, the “CoIssuers”), Alexander & Baldwin, Inc., a Hawaii corporation (“Holdings”), each other Guarantor (as defined in the Note Purchase Agreement defined below) which is a signatory to this Second Amendment, AIG Asset Management (U.S.), LLC, a Delaware limited liability company (“AIG”), and each of the holders of the Series 2017-1 Notes referred to below that is a signatory to this Second Amendment (collectively, the “Noteholders”). The Co-Issuers, Holdings and the other Guarantors are collectively referred to herein as the “Credit Parties.”
EX-4.1.2 2 dex412.htm AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Prudential Investment Management, Inc. and each of the Purchasers listed on Annex A hereto c/o Prudential Capital Group Four Embarcadero Center, Suite 2700 San Francisco, CA...Note Purchase and Private Shelf Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionReference is made to that certain Note Purchase and Private Shelf Agreement, dated as of June 2, 2004 (as amended, restated or supplemented from time to time, the “Note Purchase Agreement”), by and between McGrath RentCorp (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and each of the Persons listed on Annex A hereto (collectively, the “Purchasers”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase Agreement.
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Private Capital Los Angeles, CA 90067Note Purchase and Private Shelf Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
Contract Type FiledNovember 5th, 2021 Company Industry JurisdictionReference is made to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as amended or otherwise modified from time to time, the “Agreement”), by and among Alexander & Baldwin, LLC, a Delaware limited liability company, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, any other LLC Series which hereafter becomes party to the Agreement pursuant to the requirements of paragraph 5G thereof, Alexander & Baldwin, Inc., a Hawaii corporation (formerly known as Alexander & Baldwin REIT Holdings, Inc.), and the other Persons which are or hereafter become Guarantors, Prudential and each Prudential Affiliate that is or may become bound by certain provisions thereof. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement (after giving effect to the amendments provided in this letter agreement).
NORDSON CORPORATION NOTE PURCHASE AND PRIVATE SHELF AGREEMENT and PRIVATE SHELF FACILITY Dated as of February 22, 2008Note Purchase and Private Shelf Agreement • February 25th, 2008 • Nordson Corp • General industrial machinery & equipment, nec • Illinois
Contract Type FiledFebruary 25th, 2008 Company Industry Jurisdiction
EX-10.12 3 d263690dex1012.htm AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT DIGITAL REALTY TRUST, L.P. AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT ($33,000,000 Aggregate Original Principal Amount) ($25,000,000...Note Purchase and Private Shelf Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 Jurisdiction
SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • August 11th, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Contract Type FiledAugust 11th, 2016 Company Industry JurisdictionEach Prudential Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided)
Series A Senior Notes due March 21, 2031 Private Shelf Facility NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 25th, 2024 • Allient Inc • Instruments for meas & testing of electricity & elec signals • New York
Contract Type FiledMarch 25th, 2024 Company Industry Jurisdiction
MINE SAFETY APPLIANCES COMPANY 4.00% Series A Senior Notes due October 13, 2021 Private Shelf Facility NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated October 13, 2010Note Purchase and Private Shelf Agreement • October 19th, 2010 • Mine Safety Appliances Co • Orthopedic, prosthetic & surgical appliances & supplies • New York
Contract Type FiledOctober 19th, 2010 Company Industry JurisdictionMine Safety Appliances Company, a Pennsylvania corporation (the “Company”), agrees with Prudential and each of the Purchasers as follows:
COCA-COLA CONSOLIDATED, INC. PRIVATE SHELF FACILITY NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of January 23, 2019Note Purchase and Private Shelf Agreement • February 5th, 2019 • Coca-Cola Consolidated, Inc. • Bottled & canned soft drinks & carbonated waters • New York
Contract Type FiledFebruary 5th, 2019 Company Industry Jurisdiction
FRANKLIN ELECTRIC CO., INC. AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT $80,000,000 Maximum Aggregate Principal Amount Private Shelf Facility Dated as of March 1, 2002Note Purchase and Private Shelf Agreement • May 7th, 2002 • Franklin Electric Co Inc • Motors & generators
Contract Type FiledMay 7th, 2002 Company Industry
January 31, 2012Note Purchase and Private Shelf Agreement • February 3rd, 2012 • Wausau Paper Corp. • Paper mills • Illinois
Contract Type FiledFebruary 3rd, 2012 Company Industry Jurisdiction
February 9, 2016Note Purchase and Private Shelf Agreement • February 11th, 2016 • McGrath Rentcorp • Services-equipment rental & leasing, nec • New York
Contract Type FiledFebruary 11th, 2016 Company Industry JurisdictionReference is made to that certain Note Purchase and Private Shelf Agreement, dated April 21, 2011 (as amended as of March 17, 2014, the “Note Purchase Agreement”), by and between McGrath RentCorp (the “Company”) and the Subsidiary Guarantors named on the signature pages hereof, on the one hand, and PGIM, Inc. (formerly known as Prudential Investment Management, Inc. and referenced to herein as “PIM”) and each of the Persons listed on Annex A hereto (collectively with PIM, the “Purchasers”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase Agreement.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • May 16th, 2024 • Franklin Electric Co Inc • Motors & generators • New York
Contract Type FiledMay 16th, 2024 Company Industry JurisdictionTHIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), is made and entered into as of May 15, 2024, by and among Franklin Electric Co., Inc., an Indiana corporation (“Franklin Electric”), Franklin Electric B.V., a Netherlands private company with limited liability (the “Dutch Subsidiary Issuer”, and together with Franklin Electric, collectively, the “Companies” and each a “Company”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).
ContractNote Purchase and Private Shelf Agreement • March 22nd, 2002 • Ace Hardware Corp • Wholesale-hardware & plumbing & heating equipment & supplies • Illinois
Contract Type FiledMarch 22nd, 2002 Company Industry JurisdictionApril 24, 2001 Ace Hardware Corporation 2200 Kensington Court Oak Brook, Illinois 60521 Ladies and Gentlemen: Reference is made to (a) the Note Purchase and Private Shelf Agreement dated as of September 27, 1991 (the "1991 Note Agreement") between Ace Hardware Corporation (the "Company") and The Prudential Insurance Company of America ("Prudential") pursuant to which the Company issued and sold and Prudential purchased the Company's 8.47% Senior Notes in the original principal amount of $20,000,000 due July 1, 2003 and (b) the Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 22, 1993, as amended and restated on August 23, 1996 (the "1996 Note Agreement", together with the 1991 Note Agreement, the "Note Agreements") between the Company and Prudential pursuant to which the Company issued and sold and Prudential purchased the Company's (i) 6.47% Senior Series A Notes in the original principal amount of $30,000,000 due June 22, 2008; (ii) 7.49%
THIRD AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • August 7th, 2012 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York
Contract Type FiledAugust 7th, 2012 Company Industry JurisdictionThis Third Amendment dated as of August 6, 2012 (this “Third Amendment”) to the Note Purchase and Private Shelf Agreement dated as of August 12, 2010 (as amended by the First Amendment thereto dated March 15, 2012 and the Second Amendment thereto dated as of April 20, 2012, the “Note Agreement”) is between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), Prudential Investment Management, Inc. (“Prudential”) and each holder of the Notes (collectively, the “Noteholders”).
December 18, 2002Note Purchase and Private Shelf Agreement • December 20th, 2002 • Steak & Shake Co • Retail-eating places • Illinois
Contract Type FiledDecember 20th, 2002 Company Industry JurisdictionReference is made to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 20, 2002 (as amended from time to time, the "Note Agreement") between The Steak N Shake Company, an Indiana corporation (the "Company") and The Prudential Insurance Company of America ("Prudential") and each Prudential Affiliate which may become a party thereto in accordance with the terms thereof, pursuant to which the Company issued and sold and Prudential purchased the Company's senior fixed rate notes from time to time. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.
December 22, 2003Note Purchase and Private Shelf Agreement • March 15th, 2004 • Cedar Fair L P • Services-miscellaneous amusement & recreation • Illinois
Contract Type FiledMarch 15th, 2004 Company Industry JurisdictionReference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of January 28, 1998 (as amended, modified and supplemented prior to the date hereof, the "1998 Shelf Agreement") among Cedar Fair, L.P. a Delaware limited partnership (the "Company"), and Knott's Berry Farm, a California general partnership ("Knott's Berry Farm"; the Company and Knott's Berry Farm are hereinafter collectively referred to as the "Co-Issuers" and individually referred to as a "Co-Issuer"), on the one hand, and The Prudential Insurance Company of America and each Prudential Affiliate which is or which becomes a party to the 1998 Shelf Agreement (collectively, "Prudential"), on the other hand, whereby the Co-Issuers have issued and Prudential has purchased the Co-Issuers' senior fixed rate notes from time to time, and (ii) that certain Private Shelf Agreement, dated as of August 24, 1994 (as amended, modified and supplemented prior to the date hereof, the "1994 Shelf Agreement"; and,