Note Repurchase Agreement Sample Contracts

RECITALS
Note Repurchase Agreement • November 1st, 2002 • United States Cellular Corp • Radiotelephone communications • Delaware
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NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • November 6th, 2014 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York

This NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of October [●], 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”) and [●] (the “Holder”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 24th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 22, 2008, by and between Deutsche Bank AG London (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • March 6th, 2024 • ZeroFox Holdings, Inc. • Services-business services, nec • New York

This Note Repurchase Agreement (this “Agreement”) is made as of March 4, 2024 by and between ZeroFox Holdings, Inc., a Delaware corporation (“Buyer”) and Corbin ERISA Opportunity Fund, Ltd. (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.”

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • October 30th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of October 27, 2008, by and between Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • August 9th, 2024 • Synchronoss Technologies Inc • Services-computer programming services • New York

THIS NOTE REPURCHASE AGREEMENT (this “Repurchase Agreement”) is made and entered into as of June 28, 2024 by and among BRF Investments LLC (“BRF”), B. Riley Securities Inc. (“BRSI”, together with BRF, each a “Holder” and collectively the “Holders”) and Synchronoss Technologies, Inc., a Delaware corporation (the “Company”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 3, 2008, by and between Guggenheim Portfolio Company XXXI, LLC, a Delaware limited liability company (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • November 7th, 2024 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York

This Note Repurchase Agreement (this “Agreement”) is made as of September 18, 2024 by and between Outbrain Inc. (“Outbrain” or “Buyer”) and Baupost Group Securities, L.L.C. (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.”

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • January 28th, 2013 • Hutchinson Technology Inc • Electronic components, nec • Minnesota

This Note Repurchase Agreement (“Agreement”), dated as of January 9, 2013 is by and between Silver Lake Credit Fund, L.P. (the “Seller”) and Hutchinson Technology Incorporated, a Minnesota corporation (the “Buyer”).

NOTE REPURCHASE Agreement
Note Repurchase Agreement • November 1st, 2018 • Ho Chi Sing • Services-computer processing & data preparation • New York

This Note Repurchase Agreement (this “Agreement”) is made as of October 25, 2018 by and between IDG Alternative Global Limited, a company incorporated under the laws of the British Virgin Islands (the “Holder”), and Fang Holdings Limited (formerly known as SouFun Holdings Limited), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • February 14th, 2008 • Brooke Credit CORP • Short-term business credit institutions • New York

This NOTE REPURCHASE AGREEMENT (“Note Repurchase Agreement”) is entered into as of February 9, 2008, by and among BROOKE CREDIT CORPORATION, a Delaware corporation (the “Company”), and FALCON MEZZANINE PARTNERS II, LP, FMP II CO-INVESTMENT, LLC and JZ EQUITY PARTNERS PLC (collectively, the “Purchasers”) and FMP Agency Services, LLC, as collateral agent (the “Collateral Agent”).

ARTICLE II REPRESENTATIONS AND WARRANTIES
Note Repurchase Agreement • December 19th, 2003 • P Com Inc • Radio & tv broadcasting & communications equipment • Delaware
Contract
Note Repurchase Agreement • May 5th, 2020 • Delaware

<DOCUMENT> <TYPE>EX-99.2 <SEQUENCE>6 <FILENAME>a2092410zex-99_2.txt <DESCRIPTION>EX-99.2 <TEXT> <Page> EXHIBIT 99.2 NOTE REPURCHASE AGREEMENT NOTE REPURCHASE AGREEMENT, dated as of October 28, 2002, by and among UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the "COMPANY"), PRIMECO WIRELESS COMMUNICATIONS LLC, a Delaware limited liability company ("PRIMECO"), and the direct or indirect PrimeCo transferees identified on the signature pages hereto (referred to herein as "PRIMECO TRANSFEREES"). RECITALS WHEREAS, pursuant to a Note Purchase Agreement dated August 7, 2002, between the Company and PrimeCo, on August 7, 2002, the Company issued 9% Series A Notes due 2032 ("SERIES A NOTES") having an aggregate principal amount of $175,000,000; WHEREAS, the Series A Notes were issued under the Indenture, dated as of June 1, 2002 ("BASE INDENTURE"), as supplemented by the First Supplemental Indenture dated as of August 7, 2002 ("FIRST SUPPLEMENTAL INDENTURE" and, together with the B

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • December 28th, 2011 • Flotek Industries Inc/Cn/ • Miscellaneous chemical products • New York

This Note Repurchase Agreement (“Agreement”) sets forth the terms and conditions upon which Flotek Industries, Inc., a Delaware corporation (the “Company”), will purchase for cash on the terms set forth herein certain of the Company’s outstanding 5.25% Convertible Senior Secured Notes due 2028 (the “Notes”) identified on the signature pages hereof from the holders indicated on the signature pages hereof (each a “Holder”, and collectively the “Holders”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • March 13th, 2014 • Morgans Hotel Group Co. • Hotels & motels • New York

This Note Repurchase Agreement (this “Agreement”) is entered into as of February 28, 2014 by and among Morgans Hotel Group Co., a Delaware corporation (the “Company”), and each of the holders indicated on the signature pages hereof (each a “Holder”, and collectively the “Holders”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • March 7th, 2014 • Burkle Ronald W • Hotels & motels • New York

This Note Repurchase Agreement (this “Agreement”) is entered into as of February 28, 2014 by and among Morgans Hotel Group Co., a Delaware corporation (the “Company”), and each of the holders indicated on the signature pages hereof (each a “Holder”, and collectively the “Holders”).

Contract
Note Repurchase Agreement • August 3rd, 2004 • Arch Wireless Inc • Radiotelephone communications

Exhibit 10.1 NOTE REPURCHASE AGREEMENT AGREEMENT dated as of _______, 2003 between Arch Wireless Holdings, Inc., a Delaware corporation (“AWHI”), and the undersigned holder (“Holder”). In consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. As soon as practicable following the execution of this Agreement, Holder shall sell to AWHI, and AWHI shall purchase from Holder, $_______ in aggregate face principal amount ($_______ compounded value as of ______) of AWHI’s 12% Subordinated Secured Compounding Notes due 2009 (the “Notes”) for a cash purchase price of $_______ plus all accrued and unpaid interest thereon from ________ through the date of payment ($_______ as of _______). 2. The parties acknowledge and agree that: (a) Holder has asked AWHI not to disclose to Holder any material, non-public information concerning AWHI or its affi

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • February 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of February 4, 2008, by and between Xmark Opportunity Fund, L.P. (“Fund L.P.”) and Xmark Opportunity Fund, Ltd. (“Fund Ltd.”, and together with Fund L.P., the “Holders”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

Northrop Grumman Reaches Agreement on TRW Auto Note Sale and Contractual Issues
Note Repurchase Agreement • May 27th, 2020

LOS ANGELES, Oct. 13 /PRNewswire-FirstCall/ -- Northrop Grumman Corporation (NYSE: NOC) has reached an agreement with TRW Automotive Holdings Corp. (TRW Auto) regarding the repurchase of a $600 million original principal amount subordinated 8% payment-in-kind note due 2018. The note, which Northrop Grumman received as part of the February 2003 sale of its automotive business, was valued at $455 million at the time of the transaction. As of September 30, 2004, the note, including accrued interest, was valued at $543 million.

AMENDMENT NO. 1 TO NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

This Amendment No. 1 to certain provisions of that Note Repurchase Agreement dated as of July 1, 2008 by and between Alexandra Global Master Fund Ltd., a British Virgin Islands International Business Company (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand, is effective as of this 7th day of July, 2008 (the “Amendment”).

SEALED AIR CORPORATION NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • December 2nd, 2010 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • New York

NOTE REPURCHASE AGREEMENT, dated as of November 30, 2010 (the “Agreement”), among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), and DAVIS SELECTED ADVISERS, L.P. (the “Noteholder” and, together with the Company, the “Parties”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • March 16th, 2012 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York

This NOTE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2012 by and between 14159, L.P., 667, L.P. and Baker Brothers Life Sciences, L.P. (collectively, “Seller”), and Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”).

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NOTE REPURCHASE AGREEMENT by and between DYNEGY HOLDINGS INC. and the Party Signatory Hereto Dated as of December 11, 2009
Note Repurchase Agreement • February 25th, 2010 • Dynegy Inc. • Electric services • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) is dated effective as of December 11, 2009, by and between Dynegy Holdings Inc., a Delaware corporation (the “Company”), and the parties signatory hereto (collectively, the “Holder”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • March 3rd, 2020 • International Seaways, Inc. • Water transportation • New York

This NOTE REPURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2019 and is among International Seaways, Inc., a corporation organized under the laws of the Republic of The Marshall Islands (the “Company”), and BlackRock Credit Alpha Master Fund L.P., HC NCBR Fund and The Obsidian Master Fund (the “Selling Noteholders”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • December 2nd, 2019 • Ho Chi Sing • Services-computer processing & data preparation • New York

This Note Repurchase Agreement (this “Agreement”) is made as of October 28, 2019 by and between IDG Alternative Global Limited, a company incorporated under the laws of the British Virgin Islands (the “Holder”), and Fang Holdings Limited (formerly known as SouFun Holdings Limited), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • December 28th, 2011 • Flotek Industries Inc/Cn/ • Miscellaneous chemical products • New York

This Note Repurchase Agreement (“Agreement”) sets forth the terms and conditions upon which Flotek Industries, Inc., a Delaware corporation (the “Company”), will purchase for cash on the terms set forth herein certain of the Company’s outstanding 5.25% Convertible Senior Secured Notes due 2028 (the “Notes”) identified on the signature pages hereof from the holders indicated on the signature pages hereof (each a “Holder”, and collectively the “Holders”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • May 6th, 2021 • Groupon, Inc. • Services-advertising agencies • Delaware

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2021 by and between A-G Holdings, L.P., a Delaware limited partnership (the “Holder”), and Groupon, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in that certain Investment Agreement, dated as of April 3, 2016, by and between the Company and the Holder (the “Investment Agreement”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 1, 2008, by and between Alexandra Global Master Fund Ltd., a British Virgin Islands International Business Company (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

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