Andrews Kurth Sample Contracts

Kansas City Power & Light Co – CREDIT AGREEMENT Dated as of September 18, 2018, by and Among EVERGY, INC., KANSAS CITY POWER & LIGHT COMPANY, KCP&L GREATER MISSOURI OPERATIONS COMPANY, WESTAR ENERGY, INC., as Borrowers, the Lenders Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, BANK OF AMERICA, N.A., CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and MUFG BANK, LTD. As Co-Syndication Agents and Issuing Lenders, U.S. BANK NATIONAL ASSOCIATION, as an Issuing Lender, WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., JPMORGAN CHASE (September 18th, 2018)
Agree Realty Corporation – AGREE REALTY CORPORATION 3,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT (September 7th, 2018)
Pebblebrook Hotel Trust and LaSalle Hotel Properties Announce Agreement for Strategic Combination to Create Premier, Best-In-Class Lodging REIT (September 7th, 2018)

Bethesda, MD - September 6, 2018 - Pebblebrook Hotel Trust (NYSE: PEB) ("Pebblebrook") and LaSalle Hotel Properties (NYSE: LHO) ("LaSalle") today jointly announced that they have entered into a definitive merger agreement under which Pebblebrook will acquire 100% of LaSalle's outstanding common shares (the "Pebblebrook-LaSalle Agreement"). LaSalle has terminated its previously announced merger agreement with affiliates of The Blackstone Group L.P. (NYSE: BX) ("Blackstone") (the "Blackstone-LaSalle Agreement") following receipt of a waiver of Blackstone's four business day period during which it could have proposed amendments to the terms of the Blackstone-LaSalle Agreement. LaSalle has canceled its special meeting of LaSalle shareholders previously scheduled for September 6, 2018 relating to the Blackstone-LaSalle Agreement.

AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE OPERATING PARTNERSHIP, L.P. Dated as of September 6, 2018 (September 7th, 2018)

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of September 6, 2018, by and among: Pebblebrook Hotel Trust, a Maryland real estate investment trust ("Parent"); Pebblebrook Hotel, L.P., a Delaware limited partnership ("Parent OP"); Ping Merger Sub, LLC, a Maryland limited liability company ("Merger Sub"); Ping Merger OP, LP, a Delaware limited partnership ("Merger OP" and, collectively with Parent, Parent OP and Merger Sub, the "Parent Parties"); LaSalle Hotel Properties, a Maryland real estate investment trust (the "Company"); and LaSalle Operating Partnership, L.P., a Delaware limited partnership and whose sole general partner is the Company (the "Operating Partnership" and, together with the Company, the "Company Parties"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

Lasalle Hotel Properties – AGREEMENT AND PLAN OF MERGER BY AND AMONG: PEBBLEBROOK HOTEL TRUST, PEBBLEBROOK HOTEL, L.P., PING MERGER SUB, LLC, PING MERGER OP, LP, LASALLE HOTEL PROPERTIES and LASALLE HOTEL OPERATING PARTNERSHIP, L.P. Dated as of September 6, 2018 (September 6th, 2018)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of September 6, 2018, by and among: Pebblebrook Hotel Trust, a Maryland real estate investment trust (Parent); Pebblebrook Hotel, L.P., a Delaware limited partnership (Parent OP); Ping Merger Sub, LLC, a Maryland limited liability company (Merger Sub); Ping Merger OP, LP, a Delaware limited partnership (Merger OP and, collectively with Parent, Parent OP and Merger Sub, the Parent Parties); LaSalle Hotel Properties, a Maryland real estate investment trust (the Company); and LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership and whose sole general partner is the Company (the Operating Partnership and, together with the Company, the Company Parties). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

Lasalle Hotel Properties – Pebblebrook Hotel Trust and Lasalle Hotel Properties Announce Agreement for Strategic Combination to Create Premier, Best-In-Class Lodging Reit (September 6th, 2018)

BETHESDA, MD SEPTEMBER 6, 2018 Pebblebrook Hotel Trust (NYSE: PEB) (Pebblebrook) and LaSalle Hotel Properties (NYSE: LHO) (LaSalle) today jointly announced that they have entered into a definitive merger agreement under which Pebblebrook will acquire 100% of LaSalles outstanding common shares (the Pebblebrook-LaSalle Agreement). LaSalle has terminated its previously announced merger agreement with affiliates of The Blackstone Group L.P. (NYSE: BX) (Blackstone) (the Blackstone-LaSalle Agreement) following receipt of a waiver of Blackstones four business day period during which it could have proposed amendments to the terms of the Blackstone-LaSalle Agreement. LaSalle has canceled its special meeting of LaSalle shareholders previously scheduled for September 6, 2018 relating to the Blackstone-LaSalle Agreement.

XCEL ENERGY INC. (A Minnesota Corporation) COMMON STOCK (PAR VALUE $2.50 PER SHARE) EQUITY DISTRIBUTION AGREEMENT (September 5th, 2018)
Bank7 Corp. – Registration Rights Agreement (August 24th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, the "Agreement") is made as of , 2018 (the "Effective Time") by and among Bank7 Corp., an Oklahoma corporation (the "Company") and the William Bradford Haines Financial Services Trust, the Lisa K. Haines Financial Services Trust and the Julee S. Lawrence Financial Services Trust (each of them individually, an "Initial Holder," and collectively, the "Initial Holders").

Bank7 Corp. – S Corporation Termination and Tax Sharing Agreement (August 24th, 2018)

This S Corporation Termination and Tax Sharing Agreement, dated as of , 2018 (the "Agreement"), is made by and between Bank7 Corp., an Oklahoma corporation (the "Company"), and the trusts identified on the signature page hereto (each a "Shareholder" and collectively the "Shareholders").

M III Acquisition Corp. – Purchase and Sale Agreement* (August 14th, 2018)

This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of August 9, 2018, by and among IEA Energy Services LLC, a Delaware limited liability company ("Buyer"), Consolidated Construction Solutions I LLC, a Delaware limited liability company (the "Company"), Consolidated Construction Investment Holdings LLC, a Delaware limited liability company ("Seller").

Sales Agency Financing Agreement (August 10th, 2018)

Sales Agency Financing Agreement (this "Agreement"), dated as of August 10, 2018, between THE SOUTHERN COMPANY, a Delaware corporation (the "Company"), and [*], a registered broker-dealer organized under the laws of the State of [*] (the "Sales Agent").

Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)

Arlington Asset Investment Corp., a Virginia corporation (the Company), and JonesTrading Institutional Services LLC (the Placement Agent) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the Original Agreement). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)
Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)
Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)
Duke Energy Progress, Llc. – Eighty-Eighth Supplemental Indenture (August 9th, 2018)

INDENTURE, dated as of August 1, 2018, by and between DUKE ENERGY PROGRESS, LLC (formerly Duke Energy Progress, Inc.), a limited liability company of the State of North Carolina, whose post office address is 410 South Wilmington Street, Raleigh, North Carolina 27601-1748 (hereinafter sometimes referred to as the Company), and THE BANK OF NEW YORK MELLON (formerly The Bank of New York (formerly Irving Trust Company)), a corporation of the State of New York, whose post office address is 101 Barclay Street, New York, New York 10286 (hereinafter sometimes referred to as the Corporate Trustee), and CHRISTIE LEPPERT (successor to Frederick G. Herbst, Richard H. West, J.A. Austin, E.J. McCabe, G. White, D.W. May, J.A. Vaughan, Joseph J. Arney, Wafaa Orfy, W.T. Cunningham, Douglas J. MacInnes, Ming Ryan and Tina D. Gonzalez), whose post office address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (hereinafter sometimes referred to as the Individual Trustee; the Corporate Trustee and

Altisource Residential Corporat – Purchase Agreement (August 9th, 2018)

This PURCHASE AGREEMENT (this "Agreement"), dated as of August 8, 2018, by and among FYR SFR Purchaser, LLC, a Delaware limited liability company ("Purchaser"), RHA 1 Inc., a Delaware corporation ("RHA 1"), RHA 2 Inc., a Delaware corporation ("RHA 2"), RHA 3 Inc., a Delaware corporation ("RHA 3" and, together with RHA 1 and RHA 2, the "RHA Companies"), HavenBrook Partners, LLC, a Delaware limited liability company ("HB Partners"), Rental Home Associates LLC ( "RHA Seller"), and each of the unitholders of HB Partners identified on Annex A (each a "HB Seller" and collectively, "HB Sellers" and, together with RHA Seller, the "Sellers"). All capitalized terms used but not defined herein shall have the meanings specified in Article I.

Northern Oil & Gas Inc – Amended and Restated Employment Agreement (August 9th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of June 1, 2018, by and between Northern Oil and Gas, Inc., a Delaware corporation (the "Company") and Chad Allen, an individual currently residing in Minnesota (the "Executive").

Northern Oil & Gas Inc – Amended and Restated Employment Agreement (August 9th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of June 1, 2018, by and between Northern Oil and Gas, Inc., a Delaware corporation (the "Company") and Adam Dirlam, an individual currently residing in Minnesota (the "Executive").

Credit Agreement (August 7th, 2018)

This CREDIT AGREEMENT is entered into as of June 21, 2018 among ALBEMARLE CORPORATION, a Virginia corporation (the "Company"), ALBEMARLE GLOBAL FINANCE COMPANY SCA, a Belgian partnership limited by shares ("societe en commandite par actions" - "commanditaire vennootschap op aandelen") ("Albemarle Global"), ALBEMARLE EUROPE SPRL, a private limited liability company organized under the laws of Belgium ("societe privee a responsabilite limitee") ("Albemarle Europe", and together with Albemarle Global, the "Belgian Borrowers" and together with the Company and any other Subsidiary of the Company party hereto pursuant to Section 2.14, collectively, the "Borrowers"), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

$800,000,000 Aggregate Principal Amount Pacific Gas and Electric Company $500,000,000 4.25% Senior Notes Due August 1, 2023 $300,000,000 4.65% Senior Notes Due August 1, 2028 PURCHASE AGREEMENT (August 6th, 2018)
Monmouth Real Estate Investment Corporation – MONMOUTH REAL ESTATE INVESTMENT CORPORATION 6.125% Series C Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) at Market Issuance Sales Agreement (August 2nd, 2018)
Strayer Education, Inc. – Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents (August 1st, 2018)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (as amended, modified or supplemented from time to time, this Agreement) is made and entered into as of November 8, 2012(2), by and among STRATEGIC EDUCATION, INC., a Maryland corporation, formerly known as Strayer Education, Inc., a Maryland corporation (the Borrower), the several banks and other financial institutions and lenders from time to time party hereto (the Lenders), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the Administrative Agent), as issuing bank (the Issuing Bank) and as swingline lender (the Swingline Lender).

U.S.$3,000,000,000 CREDIT AGREEMENT Relating to a 5-Year REVOLVING CREDIT FACILITY Dated as of August 1, 2018 Among ALTRIA GROUP, INC. And THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A. And CITIBANK, N.A. As Administrative Agents BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD. And THE BANK OF NOVA SCOTIA as Syndication Agents and MORGAN STANLEY SENIOR FUNDING, INC., SANTANDER BANK, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION as Documentation Agents and JPMORGAN CH (August 1st, 2018)
Spirit of Texas Bancshares, Inc. – Director Support Agreement (July 19th, 2018)

This DIRECTOR SUPPORT AGREEMENT (this Agreement) is made and entered into as of July 19, 2018 (the Execution Date), by and between Spirit of Texas Bancshares, Inc., a Texas corporation (Spirit), Comanche National Corporation, a Texas corporation (the Company), and [ ], an individual resident of the State of [ ] (the Undersigned). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Reorganization Agreement (as defined below).

Sunoco Logistics Partners Lp – ENERGY TRANSFER PARTNERS, L.P. 16,000,000 7.625% Series D Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (July 19th, 2018)
Spirit of Texas Bancshares, Inc. – Voting Agreement (July 19th, 2018)

This VOTING AGREEMENT (this Agreement), dated as of July 19, 2018, is executed by and among Spirit of Texas Bancshares, Inc., a Texas corporation (Spirit), Comanche National Corporation, a Texas corporation (the Company), and the shareholders of the Company who are signatories hereto (referred to herein individually as a Shareholder and collectively as the Shareholders). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Reorganization Agreement (as defined below).

Spirit of Texas Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and Between SPIRIT OF TEXAS BANCSHARES, INC. And COMANCHE NATIONAL CORPORATION Dated as of July 19, 2018 (July 19th, 2018)

This Agreement and Plan of Reorganization (Agreement) dated as of July 19, 2018, is by and between Spirit of Texas Bancshares, Inc. (Spirit), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the BHC Act), and Comanche National Corporation (Comanche), a Texas corporation and bank holding company registered under the BHC Act.

Spirit of Texas Bancshares, Inc. – Director Support Agreement (July 19th, 2018)

This DIRECTOR SUPPORT AGREEMENT (this Agreement) is made and entered into as of July 19, 2018 (the Execution Date), by and between Spirit of Texas Bancshares, Inc., a Texas corporation (Spirit), Comanche National Corporation, a Texas corporation (the Company), and [ ], an individual resident of the State of [ ] (the Undersigned). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Reorganization Agreement (as defined below).

Spirit of Texas Bancshares, Inc. – Voting Agreement (July 19th, 2018)

This VOTING AGREEMENT (this Agreement), dated as of July 19, 2018, is executed by and among Spirit of Texas Bancshares, Inc., a Texas corporation (Spirit), Comanche National Corporation, a Texas corporation (the Company), and the shareholders of the Company who are signatories hereto (referred to herein individually as a Shareholder and collectively as the Shareholders). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Reorganization Agreement (as defined below).

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 5, 2018 Among THE SCOTTS MIRACLE-GRO COMPANY THE SCOTTS COMPANY LLC SCOTTS CANADA LTD. The Other Subsidiary Borrowers Party Hereto the Lenders Party Hereto JPMORGAN CHASE BANK, N.A. As Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and MIZUHO BANK, LTD. As Co-Syndication Agents and COBANK, ACB, BANK OF AMERICA, N.A., FIFTH THIRD BANK, COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, SUMITOMO MITSUI BANKING CORPORATION and TD BANK, N.A. As Co-Documentation Agents JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC and MIZU (July 11th, 2018)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of July 5, 2018 among THE SCOTTS MIRACLE-GRO COMPANY, THE SCOTTS COMPANY LLC, SCOTTS CANADA LTD., the other SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and MIZUHO BANK, LTD., as Co-Syndication Agents and COBANK, ACB, BANK OF AMERICA, N.A., FIFTH THIRD BANK, COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, SUMITOMO MITSUI BANKING CORPORATION and TD BANK, N.A., as Co-Documentation Agents.

Fifth Amendment to Mezzanine Loan Agreement (July 6th, 2018)

This Fifth Amendment to Mezzanine Loan Agreement (this Amendment), dated as of June 29, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, Administrative Agent) and SRC SPARROW 2 LLC (Borrower) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the same was amended pursuant to that certain Amendment to Mezzanine Loan Agreement dated as of April 13, 2018 (the First Amendment), as was further amended by that certain Second Amendment to Loan Agreement, dated as of April 20, 2018 (the Second Amendment), as was further amended by that certain Third Amendment to Mezzanine Loan Agreement, dated as of April 26, 2018 (the Third Amendment) and as was further amended by that certain Fourth Amendment to Mezzanine Loan Agreement, dated as of May 7, 2018 (the Fourth Amendment, and, as amended to date and as may be further amended or otherwise modified from time to time, the Loan Agreement; all capitalized terms used but

Northern Oil & Gas Inc – Amended and Restated Employment Agreement (July 6th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of July 5, 2018, by and between Northern Oil and Gas, Inc., a Delaware corporation (the "Company") and Brandon Elliott, an individual currently residing in Minnesota (the "Executive").

SECOND AMENDMENT TO CREDIT AGREEMENT and FIRST AMENDMENT TO PROPERTY INFORMATION AGREEMENT (July 6th, 2018)

This SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PROPERTY INFORMATION AGREEMENT (this Amendment), dated as of June 29, 2018 (the Effective Date), is entered into by and among SRC O.P. LLC, a Delaware limited liability company (SRC OP), SRC Facilities LLC, a Delaware limited liability company (SRC Facilities), SRC Real Estate (TX), LLC, a Delaware limited liability company (SRC Real Estate and together with SRC OP and SRC Facilities, each a Borrower and, collectively, the Borrowers), the Lenders party hereto and UBS AG, Stamford Branch, as administrative agent (the Administrative Agent).

Northern Oil & Gas Inc – Amended and Restated Employment Agreement (July 6th, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of July 5, 2018, by and between Northern Oil and Gas, Inc., a Minnesota corporation (the "Company") and Michael L. Reger, an individual currently residing in Minnesota (the "Executive").