CREDIT AGREEMENT Dated as of February [●], 2016 among OTG MANAGEMENT, LLC, as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF MONTREAL, as Administrative Agent and Collateral Agent, and THE LENDERS, L/C ISSUERS AND SWING LINE...Credit Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT is dated as of February [●], 2016 among OTG MANAGEMENT, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, Bank of Montreal, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and the L/C Issuers and Swing Line Lenders from time to time party hereto.
REGISTRATION RIGHTS AGREEMENT dated as of between OTG EXP, INC., and ARES CAPITAL CORPORATION PageRegistration Rights Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2016, among OTG EXP, Inc., a Delaware corporation (the “Company”) and Ares Capital Corporation, a Maryland corporation (the “Investor”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of __________, 2016, by and among ARCC OTG Corp., a Delaware corporation (“AOTG”), OTG EXP, Inc., a Delaware corporation (“Parent”), OTG Management, LLC, a Delaware limited liability company (the “LLC”), OTG AOTG Merger Sub, Corp., a Delaware corporation (“Merger Sub”), and Ares Capital Corporation (the “AOTG Stockholder”).
MERGER AND WARRANT EXERCISE AGREEMENTMerger and Warrant Exercise Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Merger and Warrant Exercise Agreement (the “Agreement”) is made and entered into as of _____________, 2016, by and among OTG EXP, Inc., a Delaware corporation (“Parent”), OTG Management, LLC, a Delaware limited liability company (the “LLC”), OTG HB1 Merger Sub, Corp., a Delaware corporation (“Merger Sub 1”), OTG HB2 Merger Sub, Corp., a Delaware corporation (“Merger Sub 2”), HMP II Onshore OTG Investment, L.P., a Delaware limited partnership (“Non-Blocker 1”), Highbridge Principal Strategies – AP Mezzanine Partners II, L.P., a Delaware limited partnership (“Non-Blocker 2” and, together with Non-Blocker 1, the “Continuing LLC Owners”), HMP II Offshore OTG Investment, L.P., a Cayman Islands limited partnership (“Blocker 1”), HMP II Institutional OTG Investment, L.P., a Cayman Islands limited partnership (“Blocker 2” and, together with Blocker 1, the “Blockers” and, together with the Continuing LLC Owners, the “Warrantholders”), each entity listed on Schedule I (each, a “Highbridge S
