Baker Botts Sample Contracts

Parker Drilling – Fifth Amendment to Second Amended and Restated Credit Agreement (February 21st, 2018)

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of February 14, 2018 is by and among PARKER DRILLING COMPANY, a Delaware corporation (the "Parent Borrower"), each of the other Loan Parties, the Lenders (as such term is hereinafter defined) party hereto and BANK OF AMERICA, N.A., as the administrative agent for the Lenders party to the Existing Credit Agreement referenced below (in such capacity, together with the successors in such capacity, the "Administrative Agent") and L/C Issuer.

Jones Energy Inc. – JONES ENERGY HOLDINGS, LLC JONES ENERGY FINANCE CORP. 9.250% Senior Secured First Lien Notes Due 2023 PURCHASE AGREEMENT (February 16th, 2018)
Highwoods Realty Ltd Partnership – Equity Distribution Agreement (February 7th, 2018)
Highwoods Realty Ltd Partnership – ($.01 Par Value) EQUITY DISTRIBUTION AGREEMENT (February 7th, 2018)
Registration Rights Agreement (February 6th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the Company), Maju Investments (Mauritius) Pte Ltd ( Maju), CHK Energy Holdings, Inc. (Chesapeake), Senja Capital Ltd (Senja), and Hampton Asset Holding Ltd. (Hampton and together with Maju, Chesapeake and Senja, the Initial Holders).

Investors Rights Agreement by and Among Fts International, Inc., Maju Investments (Mauritius) Pte Ltd and Chk Energy Holdings, Inc. (February 6th, 2018)

This Investors Rights Agreement (this Agreement) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the Company), Maju Investments (Mauritius) Pte Ltd (Maju) and CHK Energy Holdings, Inc. (Chesapeake and together with Maju, the Investors).

Shell Midstream Partners, L.P. – SHELL MIDSTREAM PARTNERS, L.P. 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (February 5th, 2018)

This Agreement is to confirm the agreement among the Partnership Parties and the Underwriter concerning the purchase of the Units from the Partnership by the Underwriter. The Partnership Parties understand that the Underwriter proposes to make a public offering of the Units as soon as it deems advisable after this Agreement has been executed and delivered.

8point3 Energy Partners LP – AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT by and Among 8POINT3 ENERGY PARTNERS LP, 8POINT3 OPERATING COMPANY, LLC, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC, 8POINT3 SOLAR CEI, LLC, 8POINT3 CO-INVEST FEEDER 1, LLC, 8POINT3 CO-INVEST FEEDER 2, LLC, CD CLEAN ENERGY AND INFRASTRUCTURE v JV (HOLDCO), LLC, 8POINT3 PARTNERSHIP MERGER SUB, LLC, 8POINT3 OPCO MERGER SUB 1, LLC and 8POINT3 OPCO MERGER SUB 2, LLC Dated as of February 5, 2018 (February 5th, 2018)

This AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT, dated as of February 5, 2018 (this "Agreement"), is by and among 8point3 Energy Partners LP, a Delaware limited partnership (the "Partnership"), 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), 8point3 Operating Company, LLC, a Delaware limited liability company ("OpCo" and, together with the Partnership and the General Partner, the "Partnership Entities"), 8point3 Holding Company, LLC, a Delaware limited liability company ("Holdings"), 8point3 Solar CEI, LLC, a Delaware limited liability company ("8point3 Solar"), 8point3 Co-Invest Feeder 1, LLC, a Delaware limited liability company ("InvestorCo1"), 8point3 Co-Invest Feeder 2, LLC, a Delaware limited liability company ("InvestorCo2"), CD Clean Energy and Infrastructure V JV (Holdco), LLC, a Delaware limited liability company ("CD CEI V JV Holdco" and, together with 8point3 Solar, Investor Co 1

8point3 Energy Partners LP – Support Agreement (February 5th, 2018)

This SUPPORT AGREEMENT (this "Agreement"), dated as of February 5, 2018, is entered into by and among First Solar, Inc., a Delaware corporation ("First Solar"), SunPower Corporation, a Delaware corporation ("SunPower" and, together with First Solar, the "Sponsors"), 8point3 Solar CEI, LLC, a Delaware limited liability company ("8point3 Solar"), 8point3 Co-Invest Feeder 1, LLC, a Delaware limited liability company ("Investor Co 1"), 8point3 Co-Invest Feeder 2, LLC, a Delaware limited liability company ("Investor Co 2"), CD Clean Energy and Infrastructure V JV (Holdco), LLC, a Delaware limited liability company ("CD CEI V JV Holdco" and, together with 8point3 Solar, Investor Co 1 and Investor Co 2, collectively, "Parent"), 8point3 Partnership Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of 8point3 Solar ("Partnership Merger Sub"), 8point3 OpCo Merger Sub 1, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent ("OpCo Merger S

Americann, Inc. – Share Purchase Agreement (February 2nd, 2018)

THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS (I) REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS, (II) PURSUANT TO RULE 144 OF THE ACT OR (III) AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS OR (B) THIS SECURITY MAY BE SOLD PURSUANT TO RULE 144 OF THE ACT.

FTS INTERNATIONAL, INC. Shares of Common Stock UNDERWRITING AGREEMENT (February 1st, 2018)
Valhi, Inc. – PURCHASE AGREEMENT by and Between JFL-WCS Partners, LLC, as Purchaser, and Andrews County Holdings, Inc., as Seller Dated as of December 19, 2017 (January 26th, 2018)

This PURCHASE AGREEMENT is made as of December 19, 2017 (this "Agreement"), by and between JFL-WCS Partners, LLC, a Delaware limited liability company ("Purchaser"), and Andrews County Holdings, Inc., a Delaware corporation ("Seller"). Purchaser and Seller is each referred to herein as a "Party" or, collectively, as the "Parties". Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 1.01.

Registration Rights Agreement (January 19th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the "Registration Rights Agreement"), dated as of January 12, 2018, is entered into by and between Oil States International, Inc., a Delaware corporation (the "Company"), and GEODynamics B.V., a Netherlands private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("GEODynamics" and, together with the Company, the "Parties").

Liberty Oilfield Services Inc. – 12,731,092 Class a Shares LIBERTY OILFIELD SERVICES INC. CLASS a COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (January 18th, 2018)

Liberty Oilfield Services Inc., a Delaware corporation (the Company), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters) an aggregate of 12,731,092 shares of the Companys Class A common stock, par value $0.01 per share, to be issued and sold by the Company (the Firm Shares).

Censtar Energy Corp. Promissory Note (January 16th, 2018)

For value received, CenStar Energy Corp., a New York corporation ("CenStar" or the "Issuer"), promises to pay to the order of Woden Holdings, LLC (fka Verde Energy USA Holdings, LLC) (the "Holder"), the principal sum of Five Million Nine Hundred Thousand and No/100 US Dollars ($5,900,000.00). This promissory note (this "Note") is being issued pursuant to that certain Agreement to Terminate Earnout Payments, dated as of January 12, 2018 (the "Earnout Termination Agreement") that modifies certain provisions of that certain Membership Interest and Stock Purchase Agreement dated as of May 5, 2017 among Holder, CenStar, and Spark Energy, Inc. (the "MIPA") and is subject to the following terms and conditions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the MIPA.

Censtar Energy Corp. Amended and Restated Promissory Note (January 16th, 2018)

For value received, CenStar Energy Corp., a New York corporation ("CenStar" or the "Issuer"), promises to pay to the order of Woden Holdings, LLC (fka Verde Energy USA Holdings, LLC) (the "Holder"), the principal sum of Twenty Million and No/100 US Dollars ($20,000,000.00). This amended and restated promissory note (this "Note") amends and restates in its entirety, and is being issued as a replacement to, the Note originally issued pursuant to that certain Membership Interest and Stock Purchase Agreement dated as of May 5, 2017 among Holder, CenStar, and Spark Energy, Inc. (the "MIPA") and is subject to the following terms and conditions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the MIPA.

Cactus, Inc. – Class a Common Stock ($0.01 Par Value) Underwriting Agreement (January 12th, 2018)

Cactus, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, [*] shares of Class A common stock, $0.01 par value (Class A Common Stock), of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to [*] additional shares of Class A Common Stock solely to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). The use of the neuter in this underwriting agreement (this Agreement) shall include the feminine and masculine wherever appropriate.

REVOLVING CREDIT AGREEMENT Dated as of December 21, 2017 Among NOBLE HOLDING UK LIMITED, as Parent Guarantor, NOBLE CAYMAN LIMITED, as the Company and a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY and CERTAIN ADDITIONAL SUBSIDIARIES OF THE COMPANY as From Time to Time Designated by the Company, as Designated Borrowers, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTIES HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Swingline Lender, WELLS FARGO BANK, N.A., as a Swingline Lender, THE ISSUING BANKS AND OTHER SWINGLINE LENDERS FROM TIME TO TIME PARTY (December 22nd, 2017)

THIS REVOLVING CREDIT AGREEMENT, dated as of December 21, 2017, is by and among NOBLE HOLDING UK LIMITED, a company incorporated under the laws of the England and Wales (the Parent Guarantor), NOBLE CAYMAN LIMITED, an ordinary company incorporated under the laws of the Cayman Islands (the Company), as a Borrower, NOBLE INTERNATIONAL FINANCE COMPANY, a Cayman Islands exempted company limited by shares and a wholly-owned direct or indirect Subsidiary of the Company (NIFCO), as a Designated Borrower, each other Designated Borrower from time to time party hereto, each Subsidiary Guarantor from time to time party hereto, the lenders from time to time parties hereto (each a Lender and, collectively, the Lenders but those terms shall not include any Swingline Lender in its capacity as a Swingline Lender), JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and any other Lender that agrees (in its sole discretion at the request of the Company) to make Swingline Loans hereunder, as swingline lend

Settlement Agreement and Release (December 18th, 2017)

This Settlement Agreement and Release (this Agreement) is entered into as of December 14, 2017 among and between NRG Energy, Inc. (NRG) on behalf of itself and the NRG Parties, and GenOn Energy, Inc. (GenOn) on behalf of itself and the Debtors. The NRG Parties and the Debtors are the Parties and each a Party.

GenOn Energy Holdings – Settlement Agreement and Release (December 18th, 2017)

This Settlement Agreement and Release (this Agreement) is entered into as of December 14, 2017 among and between NRG Energy, Inc. (NRG) on behalf of itself and the NRG Parties, and GenOn Energy, Inc. (GenOn) on behalf of itself and the Debtors. The NRG Parties and the Debtors are the Parties and each a Party.

GenOn Energy Holdings – Transition Services Agreement (December 18th, 2017)

This Transition Services Agreement (this Agreement) dated as of December 14, 2017 (the Effective Date), is by and between GenOn Energy, Inc. (Company) and NRG Energy, Inc. (Provider).

BUSINESS COMBINATION AGREEMENT by and Among McDermott INTERNATIONAL, INC., McDermott TECHNOLOGY, B.V., McDermott TECHNOLOGY (AMERICAS), LLC, McDermott TECHNOLOGY (US), LLC, CHICAGO BRIDGE & IRON COMPANY N.V., COMET I B.V., COMET II B.V., CB&I OIL & GAS EUROPE B.V., CB&I GROUP UK HOLDINGS, CB&I NEDERLAND B.V. And THE SHAW GROUP, INC. Dated as of December 18, 2017 (December 18th, 2017)

THIS BUSINESS COMBINATION AGREEMENT (this Agreement) dated as of December 18, 2017, is by and among McDermott International, Inc., a corporation incorporated under the laws of the Republic of Panama (Moon), McDermott Technology, B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Moon (Moon Bidco), McDermott Technology (Americas), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (U.S. Acquiror 1), McDermott Technology (US), LLC, a Delaware limited liability company and a wholly owned subsidiary of Moon (U.S. Acquiror 2 and, together with U.S. Acquiror 1, Moon and Moon Bidco, the Moon Parties), Chicago Bridge & Iron Company N.V., a public company with limited liability incorporated under the laws of the Netherlands (Comet), Comet I B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of Comet (Comet Newco), Comet II B.V., a company incorporated under the laws

Transition Services Agreement (December 18th, 2017)

This Transition Services Agreement (this Agreement) dated as of December 14, 2017 (the Effective Date), is by and between GenOn Energy, Inc. (Company) and NRG Energy, Inc. (Provider).

Cooperation Agreement (December 18th, 2017)

This Cooperation Agreement (this Agreement) dated as of December 14, 2017, is by and between GenOn Energy, Inc. (GenOn) and NRG Energy, Inc. (NRG); and

GenOn Energy Holdings – Pension Indemnity Agreement (December 18th, 2017)

This PENSION INDEMNITY AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (NRG), and GenOn Energy, Inc. (GenOn), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).

GenOn Energy Holdings – Cooperation Agreement (December 18th, 2017)

This Cooperation Agreement (this Agreement) dated as of December 14, 2017, is by and between GenOn Energy, Inc. (GenOn) and NRG Energy, Inc. (NRG); and

GenOn Energy Holdings – Employee Matters Agreement (December 18th, 2017)

This EMPLOYEE MATTERS AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (NRG), and GenOn Energy, Inc. (GenOn), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).

Pension Indemnity Agreement (December 18th, 2017)

This PENSION INDEMNITY AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (NRG), and GenOn Energy, Inc. (GenOn), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).

Employee Matters Agreement (December 18th, 2017)

This EMPLOYEE MATTERS AGREEMENT (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of December 14, 2017, by and between NRG Energy, Inc., a Delaware corporation (NRG), and GenOn Energy, Inc. (GenOn), a Delaware Corporation. NRG and GenOn may sometimes be referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used but not defined herein shall have the meaning given in the Plan (as defined below).

STOCK PURCHASE AGREEMENT Dated as of December 12, 2017 by and Among GEODYNAMICS B.V., GEODYNAMICS, INC., THE SELLER SHAREHOLDERS, GD DEVELOPMENT CORPORATION, and OIL STATES INTERNATIONAL, INC. (December 13th, 2017)

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of December 12, 2017 by and among (i) GEODynamics B.V., a Netherlands private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the "Seller"), (ii) LRP IV Luxembourg Holdings S.A.R.L., a Luxembourg limited liability company (societe a responsabilite limitee), and LRP V Luxembourg Holdings S.A.R.L., a Luxembourg limited liability company (societe a responsabilite limitee) (collectively, the "LRP Shareholders"), (iii) Oakall Management Limited, LLC, a Texas limited liability company, and GEODynamics Partners LLC, a Delaware limited liability company (collectively, the "Management Shareholders"), (iv) David Sanford Wesson, Robert E. Davis and Johnny Joslin, each a natural Person (the "Individual Shareholders" and, together with the LRP Shareholders and the Management Shareholders, the "Seller Shareholders" and each of them individually, a "Seller Shareholder"), (v) GEODynamics, Inc., a Delaware cor

Nrg Energy, Inc. And Each of the Guarantors Party Hereto 5.75% Senior Notes Due 2028 (December 8th, 2017)

FOURTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2017, by and among NRG Energy, Inc., a Delaware corporation (the Company), the Guarantors (as defined herein) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee (the Trustee).

Blueknight Energy – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Between BLUEKNIGHT ENERGY PARTNERS, L.P., ERGON ASPHALT & EMULSIONS, INC., ERGON TERMINALING, INC., and ERGON ASPHALT HOLDINGS, LLC, (December 1st, 2017)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of December 1, 2017 (this "Agreement"), is entered into by and between Blueknight Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), and Ergon Asphalt & Emulsions, Inc., a Mississippi corporation ("EA&E"), Ergon Terminaling, Inc., a Mississippi corporation ("ETI"), and Ergon Asphalt Holdings, LLC, a Delaware limited liability company ("EAH," and collectively with ETI and EA&E, the "Purchasers").

Casa Systems Inc – Registration Rights Agreement (November 17th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of April 26, 2010 (this Agreement), is entered into by and among Casa Systems, Inc., a Delaware corporation (the Company), LGI Ventures BV, a company registered under the laws of the Netherlands (LGIV), SeaChange International, Inc., a Delaware corporation (SeaChange), and Summit Partners Private Equity Fund VII-A, L.P., a Delaware limited partnership, Summit Partners Private Equity Fund VII-B, L.P., a Delaware limited partnership, Summit Investors I, LLC, a Delaware limited liability company, and Summit Investors I (UK), L.P., a Cayman Islands exempted limited partnership (collectively, Summit). LGIV, SeaChange and Summit are collectively referred to herein as the Investors and, together with the Company, are referred to herein as the Parties).

Dcp Midstream Partners Lp – DCP MIDSTREAM, LP 500,000 7.375% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2017)
Summit Midstream Partners, LP 300,000 9.50% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 14th, 2017)

Summit Midstream Partners, LP, a Delaware limited partnership (the Partnership), proposes to sell an aggregate of 300,000 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the Units) representing limited partner interests in the Partnership (the Series A Preferred Units) to the underwriters (the Underwriters) named in Schedule I attached to this agreement (this Agreement), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (in such capacity, the Representative). This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.