Assumption Agreement Sample Contracts

Evergy, Inc. – Assumption Agreement (June 4th, 2018)

THIS ASSUMPTION AGREEMENT (this Agreement) is made as of June 4, 2018, by and between Evergy, Inc., a Missouri corporation (Successor Borrower), and Wells Fargo Bank, National Association, as administrative agent under the Credit Agreement (as defined below) (Administrative Agent).

Vistra Energy Corp – Assumption Agreement (April 9th, 2018)

ASSUMPTION AGREEMENT dated as of April 9, 2018 (this Assumption Agreement), between VISTRA ENERGY CORP., a Delaware corporation (the New Borrower) (as successor by merger to DYNEGY INC., a Delaware Corporation, Dynegy), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, (Credit Suisse), as Administrative Agent (in such capacity, the Administrative Agent) and as collateral trustee (in such capacity, the Collateral Trustee) for the First-Lien Secured Parties (as defined therein).

Potlatch – Assumption Agreement (February 21st, 2018)

This ASSUMPTION AGREEMENT (this "Agreement") is entered into as of February [16], 2018, among Potlatch Corporation, a Delaware corporation and a REIT ("Potlatch"), Potlatch Forest Holdings, Inc., a Delaware corporation ("Potlatch Forest"), and Potlatch Land & Lumber, LLC ("Potlatch Land & Lumber") (collectively, the "Successor Borrowers" and each individually, a "Successor Borrower"), Deltic Timber Corporation, a Delaware corporation (the "Initial Borrower" and together with the Successor Borrowers, the "Parties"), the Lenders and Voting Participants identified on the signature pages hereto and American AgCredit, PCA, as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).

Assumption Agreement (January 4th, 2018)

ASSUMPTION AGREEMENT (this "Agreement") dated as of December 31, 2017, made by Arconic Inc., a Delaware corporation ("New Arconic"), in favor of, and for the benefit of, the Lenders and the Administrative Agent under the Credit Agreement (as hereinafter defined).

Borrower Assumption Agreement (December 1st, 2017)

This Borrower Assumption Agreement (this "Borrower Assumption Agreement") is dated as of November 30, 2017 and is entered into by and among ENTERGY NEW ORLEANS, INC., a Texas corporation (the "Predecessor"), and Entergy NEW ORLEANS Power, LLC, a Texas limited liability company (the "Successor"). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement, dated as of August 14, 2015, as amended by the Amendment dated as of June 30, 2016, and as further amended by the Amendment dated as of September 26, 2017 (as further amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"), among Entergy New Orleans, Inc., the Lenders and LC Issuing Banks parties thereto and Bank of America, N.A., as the Administrative Agent.

Incremental Revolving Credit Assumption Agreement (November 3rd, 2017)

This INCREMENTAL REVOLVING CREDIT ASSUMPTION AGREEMENT, dated as of October 12, 2017 (this "Agreement"), is entered into among GTT Communications, Inc., a Delaware corporation, as the borrower (the "Borrower"), KeyBank National Association, as the administrative agent (the "Administrative Agent"), and the Incremental Revolving Credit Lenders (defined below) party hereto.

Assumption Agreement (November 1st, 2017)

ASSUMPTION AGREEMENT (this Agreement) dated as of November 1, 2017, made by Level 3 Parent, LLC (f/k/a WWG Merger Sub LLC), a Delaware limited liability company (New Party), in favor of, and for the benefit of, the Lenders, the Administrative Agent, the Collateral Agent and the other Secured Parties under the Credit Agreement (as hereinafter defined).

Assumption Agreement (November 1st, 2017)

This Assumption Agreement dated as of September 29, 2017 (this "Assumption Agreement"), is made by MCDERMOTT ASIA PACIFIC SDN. BHD., a Malaysian company limited by shares ("McDermott Asia"), and MALMAC SDN. BHD, a Malaysian company limited by shares (together with McDermott Asia, the "Additional Grantors" and each, an "Additional Grantor"), in favor of Credit Agricole Corporate and Investment Bank ("CA CIB"), as administrative agent (in such capacity and together with its successors in such capacity, the "Administrative Agent") for the Lenders and the Issuers and collateral agent (in such capacity and together with its successors in such capacity, the "Collateral Agent") for the Secured Parties.

Ophthalix Inc – Assumption Agreement (July 27th, 2017)

THIS ASSUMPTION AGREEMENT, dated August 30, 2016 is by and among Resdevco Ltd., a company incorporated under the laws of the state of Israel ("Resdevco") and OcuWize Ltd., a company incorporated under the laws of the state of Israel ("OcuWize").

Consolidated Communications Holdings – Assumption Agreement (July 7th, 2017)

This WARRANT AGREEMENT (this "Warrant Agreement"), entered into on January 24, 2011, between FairPoint Communications, Inc., a Delaware corporation (the "Company"), and The Bank of New York Mellon, a New York banking corporation, as Warrant Agent (the "Warrant Agent").

Randalls Food Markets Inc – JOINDER AND ASSUMPTION AGREEMENT OF NAI GUARANTORS December 21, 2015 (May 19th, 2017)

Reference is made to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement) among Albertsons LLC, a Delaware limited liability company (Parent Borrower), Safeway Inc. (Safeway), the other co-borrowers party thereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Section 1 of the Credit Agreement), the existing Guarantors party thereto, the Lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent and collateral agent (the Agent).

Communications Sales & Leasing, Inc. – Borrower Assumption Agreement and Joinder (May 9th, 2017)

BORROWER ASSUMPTION AGREEMENT AND JOINDER, dated as of May 9, 2017 (this Agreement), made by Uniti Group Inc. (f/k/a Communications Sales & Leasing, Inc.), a Maryland corporation (the Initial Borrower), Uniti Group LP, a Delaware limited partnership (the Assumed Borrower), Uniti Group Finance Inc., a Delaware corporation ( FinCo), and acknowledged by Bank of America, N.A., as administrative agent (in such capacity, the Administrative Agent) and collateral agent (in such capacity, the Collateral Agent) for the banks and other financial institutions (the Lenders) from time to time parties to the Credit Agreement (as hereinafter defined).

Eldorado Resorts, Inc. – BORROWER JOINDER AND ASSUMPTION AGREEMENT May 1, 2017 (May 1st, 2017)

This Borrower Joinder and Assumption Agreement, dated as of May 1, 2017 (this Borrower Joinder Agreement), is made by Eldorado Resorts, Inc., a Nevada corporation (the Borrower), Isle of Capri Casinos LLC (formerly known as Eagle II Acquisition Company LLC), a Delaware limited liability company (the Initial Borrower), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the Agent) for itself and on behalf of the Lenders (as defined below) from time to time party to the Credit Agreement (as defined below).

Patheon Holdings Cooperatief U.A. – Amendment No. 4 and Refinancing Amendment No. 1 to Credit Agreement and Incremental Revolving Credit Assumption Agreement (April 26th, 2017)

This CREDIT AGREEMENT is entered into as of March 11, 2014 among the following: (i) Patheon Holdings I B.V. (f/k/a DPx Holdings B.V. and JLL/Delta Dutch Newco B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, as a borrower (the "Parent Borrower"); (ii) Patheon Pharmaceuticals Inc., a Delaware corporation ("PPUS"), Banner PharmacapsPatheon Softgels Inc., a Delaware corporation ("BannerSoftgels") and DPI Newco LLC, a Delaware limited liability company ("DPI Newco", and together with PPUS and BannerSoftgels, the "US Borrowers"), Patheon UK Limited, a limited liability company incorporated under the laws of England and Wales (the "UK Borrower"), Patheon Inc., a company with limited liability incorporated under the laws of Canada (the "Canadian Borrower"), Patheon Austria GmbH & CoKG (f/k/a DPx Fine Chemicals Austria GmbH & CoKG; f/k/a DSM Fine Chemicals Austria Nfg GmbH & CoKG), a limited

Hunting Dog Capital Corp. – CONTRIBUTION, ASSIGNMENT, AND ASSUMPTION AGREEMENT DATED AS OF [_________], 2016 BY AND BETWEEN (As Transferor) AND HUNTING DOG CAPITAL CORP. (As Transferee) CONTRIBUTION, ASSIGNMENT, AND ASSUMPTION AGREEMENT (April 19th, 2017)

THIS CONTRIBUTION, ASSIGNMENT, AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of [_______], 2016, is made by and between _________, an individual resident in the State of California (the "Transferor"), and Hunting Dog Capital Corp., a corporation organized under the laws of the State of Delaware (the "Transferee").

Adamis Pharmaceuticl – Loan Amendment and Assumption Agreement (March 30th, 2017)

THIS LOAN AMENDMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into with on November 3, 2016, with an effective date of September 30, 2016 (the "Agreement Date"), by and among 4 HIMS, LLC, an Arkansas limited liability company ("4 HIMS"), US COMPOUNDING, INC., an Arkansas corporation ("USC") (4 HIMS and USC arc collectively hereinafter referred to as the "Initial Loan Parties"); EDDIE GLOVER, an individual, and WILLIAM L. SPARKS, an individual; and KRISTIN RIDDLE, an individual (collectively, the "Individual Guarantors"); ADAMIS PHARMACEUTICALS CORPORATION, a Delaware corporation ("Adamis"); and BEAR STATE BANK, N.A., a national banking association ("Bank").

RMR Industrials, Inc. – TRANSFER OF EQUITY AND ASSUMPTION AGREEMENT 777-0140059-004 (Original Contract Number) (March 8th, 2017)

KNOW ALL MEN BY THESE PRESENTS, That whereas on the 1st day of December 2016, CALX MINERALS, LLC party of the first part (hereinafter called Original Purchaser) did purchase the following described property, to wit:

RMR Industrials, Inc. – TRANSFER OF EQUITY AND ASSUMPTION AGREEMENT 777-0140059-005 (Original Contract Number) (March 8th, 2017)

KNOW ALL MEN BY THESE PRESENTS, That whereas on the 1st day of December 2016, CALX MINERALS, LLC party of the first part (hereinafter called Original Purchaser) did purchase the following described property, to wit:

RMR Industrials, Inc. – TRANSFER OF EQUITY AND ASSUMPTION AGREEMENT 777-0140059-007 (Original Contract Number) (March 8th, 2017)

KNOW ALL MEN BY THESE PRESENTS, That whereas on the 1st day of December 2016, CALX MINERALS, LLC party of the first part (hereinafter called Original Purchaser) did purchase the following described property, to wit:

Regency Centers Lp – ASSUMPTION AGREEMENT March 1, 2017 (March 1st, 2017)

Reference is made to that certain Note Purchase Agreement dated as of April 20, 2016, among EQUITY ONE, INC., a Maryland corporation (the Company), and the Purchasers named therein (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Note Purchase Agreement) pursuant to which the Company issued and sold to the Purchasers (a) $100,000,000 aggregate principal amount of its 3.81% Senior Unsecured Notes Series A due 2026 (the Series A Notes) and (b) $100,000,000 aggregate principal amount of its 3.91% Senior Unsecured Notes Series B due 2026 (the Series B Notes and together with the Series A Notes, the Notes). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

Assumption Agreement (February 2nd, 2017)

This Assumption Agreement, dated as of January 31, 2017, is made by Bai Brands LLC and 184 Innovations, Inc., (each an Additional Guarantor and collectively the Additional Guarantors), in favor of the Administrative Agent, each Lender (as each such term is defined in the Credit Agreement referred to below) and each holder of a Guaranteed Obligation (as defined in the Guaranty referred to below) in connection with the Credit Agreement and Guaranty referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement or Guaranty, as applicable.

Key Link Assets Corp. – Note Transfer and Assumption Agreement (January 6th, 2017)

This Note Transfer and Assumption Agreement (the "Agreement") is entered into by and among Total Belief Limited ("TBL"), Novastar Capital Limited ("Novastar"), Golden Giants Limited ("GGL") and Foothills Exploration Operating, Inc. ("FEOI") effective as of this __ day of December, 2016. TBL, Novastar, GGL and FEOI are hereinafter sometimes collectively referred to as the "Parties."

Strategic Storage Trust II, Inc. – ASSUMPTION AGREEMENT (GSMS 2014-Gc24; Loan No. 030520659) (January 5th, 2017)

THIS ASSUMPTION AGREEMENT (Agreement) is entered into and effective as of December 30, 2016 (the Effective Date), and is entered into among WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, ON BEHALF OF THE REGISTERED HOLDERS OF GS MORTGAGE SECURITIES CORPORATION II, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-GC24 (Lender), having an address at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Global Transaction Services (CMBS), Re: GSMS 2014-GC24; Loan No 030520659; GEORGES STOR-MOR REALTY, LLC and GSM TWO, LLC, each a Delaware limited liability company (collectively, the Initial Borrower), each having an address at 280 NE 2nd Avenue, Delray Beach, Florida 33444, PSC ASHEVILLE OWNER, LLC (Interim Borrower 1), PARCELS J&K ASHEVILLE, LLC (Interim Borrower 2), and TRISIB ASHEVILLE, LLC (Interim Borrower 3), each a Delaware limited liability company (collectively, the Interim Borrower), each having an address at 280 NE 2nd Avenue, Delray Beach, Florida 3

Assumption Agreement (December 20th, 2016)

THIS ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 15, 2016, is among Tesla 2014 Warehouse SPV LLC (the "Borrower"), CAFCO LLC, as a Conduit Lender, CHARTA LLC, as a Conduit Lender, CIESCO, LLC, as a Conduit Lender, CRC Funding LLC, as a Conduit Lender, (CAFCO LLC, CHARTA LLC, CIESCO, LLC and CRC Funding LLC, each a "New Conduit Lender" and collectively, the "New Conduit Lenders"), Citibank, N.A., as a Related Committed Lender (the "New Committed Lender" and together with the New Conduit Lenders, the "New Lenders"), Citibank, N.A., as group agent for the New Lenders (the "New Group Agent" and together with the New Lenders, the "New Group") and Deutsche Bank AG, New York Branch ("Deutsche Bank"), as Administrative Agent (in such capacity, the "Administrative Agent"), as a Lender and as a Group Agent.

Commonwealth REIT – Assumption Agreement (November 14th, 2016)

THIS ASSUMPTION AGREEMENT (this Agreement) is dated as of November 10, 2016, and made by EQC Operating Trust, a Maryland real estate investment trust (EQC Operating), in favor of Equity Commonwealth, a Maryland real estate investment trust (Equity Commonwealth).

Chanticleer Holdings – Second Amendment to Assumption Agreement (October 28th, 2016)

This Second Amendment to Assumption Agreement (the "Second Amendment") is entered into and effective as of October 22, 2016 (the "Effective Date"), by and between CHANTICLEER HOLDINGS, INC., a Delaware corporation ("Chanticleer") and FLORIDA MEZZANINE FUND, LLLP, a Florida limited liability limited partnership ("Florida Mezz").

Athene Holding Ltd – COINSURANCE AND ASSUMPTION AGREEMENT Between AVIVA LIFE AND ANNUITY COMPANY and PRESIDENTIAL LIFE INSURANCE COMPANY USA Dated as of October 1, 2013 (October 25th, 2016)

This Coinsurance and Assumption Agreement (this Agreement), dated as of October 1, 2013, is made by and between Aviva Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (the Company), and Presidential Life Insurance CompanyUSA, an insurance company organized under the laws of the State of Iowa (the Reinsurer; each of the Company and the Reinsurer, a Party and together, the Parties).

Assumption Agreement on Semiconductor (China) Holding, Llc (September 23rd, 2016)

ASSUMPTION AGREEMENT (this Assumption Agreement), dated as of September 19, 2016, is made by ON Semiconductor (China) Holding, LLC, a Delaware limited liability company (the Additional Grantor), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the Administrative Agent) and as collateral agent (in such capacity, the Collateral Agent), for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

Adamis Pharmaceuticl – Loan Amendment, Forbearance and Assumption Agreement (August 15th, 2016)

THIS LOAN AMENDMENT, FORBEARANCE AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of April _____, 2016 (the "Agreement Date"), by and among 4 HIMS, LLC, an Arkansas limited liability company ("4 HIMS"), Tribute Labs, LLC, a Nevada limited liability company ("Tribute"), US Compounding, Inc., an Arkansas corporation ("USC") (4 HIMS, Tribute and USC are collectively hereinafter referred to as the "Initial Loan Parties"); EDDIE GLOVER, an individual, and WILLIAM L. SPARKS, an individual; and KRISTEN RIDDLE, an individual (collectively, the "Individual Guarantors"); Adamis Pharmaceuticals Corporation, a Delaware corporation ("Adamis"); and Bear State Bank, INC., a national banking association ("Bank").

Form of Guarantor Joinder and Assumption Agreement (August 4th, 2016)

This Guarantor Joinder and Assumption Agreement ("Joinder") is made this ____ day of __________, 201_, by __________________________, a(n) _________________ [limited liability company/limited partnership/general partnership/corporation] (the "New Guarantor").

Incremental Term Loan Assumption Agreement (May 5th, 2016)

This INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT, dated as of May 3, 2016 (this "Agreement"), is entered into among GTT Communications, Inc., a Delaware corporation as the borrower (the "Borrower"), KeyBank National Association, as the administrative agent (the "Administrative Agent"), and the Incremental Term Lender (defined below) party hereto.

Gentherm – Designated Borrower Request and Assumption Agreement (April 4th, 2016)

Reference is made to that certain Credit Agreement, dated as of August 7, 2014 (as amended, restated amended and restated, modified, supplemented, increased or extended from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among Gentherm Incorporated, a Michigan corporation, Gentherm (Texas), Inc., a Texas corporation, Gentherm Licensing, Limited Partnership, a Michigan limited partnership, Gentherm GmbH, a German limited liability company, Gentherm Enterprises GmbH, a German limited liability company, Gentherm Licensing GmbH, a German limited liability company, Gentherm Global Power Technologies Inc., an Alberta corporation, Gentherm Canada ULC, an Alberta unlimited liability company, the Designated Borrowers party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Moody National REIT I, Inc. – Assumption Agreement (March 30th, 2016)

This Assumption Agreement (the "Agreement") is made this 18th day of December, 2015, by U.S. BANK NATIONAL ASSOCIATION, IN ITS CAPACITY AS TRUSTEE, SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, N.A., IN ITS CAPACITY AS TRUSTEE, SUCCESSOR-IN-INTEREST TO WELLS FARGO BANK, N.A, IN ITS CAPACITY AS TRUSTEE FOR THE REGISTERED HOLDERS OF COBALT CMBS COMMERCIAL MORTGAGE TRUST 2007-C3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C3 ("Lender"), MOODY NATIONAL TPS FORT WORTH H, LLC, a Delaware limited liability company ("Moody H"), each TIC Borrower listed on Exhibit A attached hereto, each a Delaware limited liability company (each, a "TIC Borrower," and, jointly and severally with Moody H, "Borrower"), Brett C. Moody ("Original Guarantor"), each TIC Guarantor listed on Exhibit A attached hereto (jointly and severally with Original Guarantor, "Guarantor"), MOODY NATIONAL INTERNATIONAL-FORT WORTH HOLDING, LLC, a Delaware limited liability company ("Buyer"), and MOODY NATIONAL REIT I, I

Colony Financial – Release, Reaffirmation and Assumption Agreement (February 29th, 2016)

This Release, Reaffirmation and Assumption Agreement, dated as of April 2, 2015 (this "Agreement"), is made by (i) ColFin Industrial Holdings, LLC, a Delaware limited liability company ("Industrial Holdings"), (ii) CFI NNN Littleton, LLC, a Delaware limited liability company ("NNN Littleton"), (iii) ColFin Cobalt GP, LLC, a Delaware limited liability company ("Cobalt GP"), (iv) ColFin Cobalt General Partner, LLC, a Delaware limited liability company ("Cobalt General Partner"), (v) CFI NNN International Holdings, LLC, a Delaware limited liability company ("NNN International Holdings"), (vi) CFI Safe Holdings A, LLC, a Delaware limited liability company ("Safe Holdings A"), (vii) CFI Safe Holdings B, LLC, a Delaware limited liability company ("Safe Holdings B"), (viii) CFI Safe Holdings C, LLC, a Delaware limited liability company ("Safe Holdings C"), (ix) ColFin Falcon Funding 2, LLC, a Delaware limited liability company ("Falcon Funding"), (x) ColFin BAM Funding 2, LLC, a Delaware limi

Assumption Agreement and Modification of Loan Documents (February 25th, 2016)

THIS ASSUMPTION AGREEMENT (the "Agreement") dated December 8, 2015, is made by and among WALNUT VENTURE, LLC, a Delaware limited liability company ("Borrower"), REXFORD INDUSTRIAL - 1065 WALNUT, LLC, a Delaware limited liability company ("Purchaser"), JAMES R. HOPPER, an individual, STEVE SCHARMANN, an individual, JAMES SHAY REDMOND, an individual, JAMES CARR, an individual, DOUGLAS BOOTH, an individual, MILTON MIYASHIRO, an individual, EDWARD YOON, an individual, RICHARD MEYER, an individual, DALE WILLIAMSON, an individual, BARRY GERNSTEIN, an individual, EDWIN MESERVE, an individual, JAMES FADELL, an individual, LOURICE FADELL, an individual, MICHAEL RUCKERSBERG, an individual, GEORGE DARANY, an individual, PAUL LOVEJOY, an individual, and DANIEL SALEH, an individual (collectively,("Guarantor"), and REXFORD INDUSTRIAL REALTY, INC., a Maryland corporation ("New Guarantor") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., IN ITS CAPACITY AS DIRECTED TRUSTEE FOR WASHINGTON CAPITAL J