Bracewell & Giuliani Sample Contracts
THIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF AUGUST 5, 2005Credit Agreement • November 7th, 2006 • Kinder Morgan Energy Partners L P • Natural gas transmission • New York
BETWEENPurchase and Sale Agreement • October 5th, 2006 • Legacy Reserves L P • Crude petroleum & natural gas • Texas
ANDAsset Purchase Agreement • March 16th, 2006 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
APACHE CORPORATION 23,000,000 Shares of Common Stock (Par Value $0.625 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2010 • Apache Corp • Crude petroleum & natural gas • New York
Apache Corporation, a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“JP Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup, Goldman Sachs and JP Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 23,000,000 shares of Common Stock, par value $0.625 per share, of the Company (“Common Stock”) as set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described i
THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of September 30, 2006, by and between TEXAS CAPITAL BANK, N.A., a national banking association ("Seller"), and TRANSNATIONAL FINANCIAL NETWORK, INC., a California corporation...Asset Purchase Agreement • October 18th, 2006 • Transnational Financial Network Inc • Mortgage bankers & loan correspondents • Texas
AMONGMerger Agreement • August 2nd, 2006 • Owl Creek I Lp • Airports, flying fields & airport terminal services • Delaware
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANKPurchase and Assumption Agreement • February 22nd, 2010
BY AND AMONG LJH, LTD., OWL CREEK I, L.P., OWL CREEK II, L.P., OWL CREEK OVERSEAS FUND I, LTD., AND OWL CREEK OVERSEAS FUND II, LTD. AND TAS HOLDING, INC.Transaction Agreement • April 24th, 2006 • Owl Creek I Lp • Airports, flying fields & airport terminal services • Delaware
EXHIBIT 10.2 NOTE PURCHASE AGREEMENT NATIONAL COAL OF ALABAMA, INC. as Company TCW ASSET MANAGEMENT COMPANY, as Administrative AgentNote Purchase Agreement • October 25th, 2007 • National Coal Corp • Bituminous coal & lignite surface mining • New York
AGREEMENT AND PLAN OF MERGER among KNIGHT HOLDCO LLC, KNIGHT ACQUISITION CO. and KINDER MORGAN, INC. Dated as of August 28, 2006Merger Agreement • August 28th, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 28, 2006 (this “Agreement”), among Knight Holdco LLC, a Delaware limited liability company (“Parent”), Knight Acquisition Co., a Kansas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Kinder Morgan, Inc., a Kansas corporation (the “Company”).
800,000,000 FIVE-YEAR CREDIT AGREEMENT dated as of August 5, 2005 among KINDER MORGAN, INC. The Lenders Party Hereto CITIBANK, N.A., as Administrative Agent and Swingline Lender, WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A. as...Credit Agreement • August 11th, 2005 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
ARTICLE ONE RECITALSDeed of Trust and Security Agreement • September 14th, 2005 • Behringer Harvard Short Term Opportunity Fund I Lp • Operators of nonresidential buildings • Texas
APACHE CORPORATION 22,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 6.00% Mandatory Convertible Preferred Stock, Series D UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2010 • Apache Corp • Crude petroleum & natural gas • New York
Apache Corporation, a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“JP Morgan”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup, Goldman Sachs and JP Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 22,000,000 depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of its 6.00% Mandatory Convertible Preferred Stock, Series D, of the Company (“Series D Preferred Stock”), as set forth in Schedule A hereto
Superior Offshore International, Inc. (Delaware corporation) 10,166,667 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • April 25th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. as Representatives of the several Underwriters c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172
ContractUnderwriting Agreement • August 14th, 2009 • Orion Marine Group Inc • Heavy construction other than bldg const - contractors • New York
ContractCredit Agreement • November 13th, 2012 • Chesapeake Energy Corp • Crude petroleum & natural gas • New York
26,000,000 Common Units SANDRIDGE MISSISSIPPIAN TRUST II UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2012 • SandRidge Mississippian Trust II • Crude petroleum & natural gas • New York
In rendering such opinion, counsel may rely, to the extent they deem such reliance proper, as to matters of fact upon certificates of officers of the Company and of government officials, provided that counsel shall state their belief that they and you are justified in relying thereon. Copies of all such certificates shall be furnished to you and your counsel on the Closing Date and the Additional Closing Date, as the case may be. With respect to the opinion expressed as to the due qualification and good standing as a foreign entity of SandRidge Subsidiary, state that such opinion is based upon a certificate of foreign qualification or registration and a certificate of good standing provided by the Secretary of the State of Oklahoma (which shall be dated as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be, and shall be provided to counsel to the Underwriters) and express no conclusions beyond what are stated in such certificat
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 22, 2005 among FERRELLGAS, L.P. as the Borrower, FERRELLGAS, INC. as the General Partner of the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and The...Credit Agreement • June 8th, 2005 • Ferrellgas Partners Finance Corp • Retail-miscellaneous retail • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 22, 2005, among FERRELLGAS, L.P., a Delaware limited partnership (the “Borrower”), FERRELLGAS, INC., a Delaware corporation and sole general partner of the Borrower (the “General Partner”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each letter of credit issuer from time to time party hereto (collectively, the “L/C Issuers”), BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, Wells Fargo Bank, N.A. and BNP Paribas, as Co-Documentation Agents, and JPMorgan Chase Bank, NA, as Syndication Agent.
El Paso Corporation $500,000,000 8.250% Senior Notes due 2016Underwriting Agreement • February 6th, 2009 • El Paso Corp/De • Natural gas transmission • New York
El Paso Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $500,000,000 principal amount of its 8.250% Senior Notes due 2016 (the “Notes”) to be issued under an indenture, dated as of May 10, 1999 (the “Base Indenture”), as supplemented and amended by the Fifteenth Supplemental Indenture thereto to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture”) between the Company and HSBC Bank USA, National Association, a national banking association, as successor-in-interest to JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (the “Trustee”). The Base Indenture, as amended and supplemented from time to time (including without limitation pursuant to the Supplemental Indenture), is referred to herein as the “Indenture.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Superior Offshore International, Inc., a Delaware corporation (“Company”), and David Weinhoffer (“Executive”).
CREDIT AGREEMENT Dated as of February 14, 2007 Among TARGA RESOURCES PARTNERS LP, as the Borrower, BANK OF AMERICA, N.A., as the Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, N.A., as the Syndication Agent, MERRILL LYNCH...Credit Agreement • February 16th, 2007 • Targa Resources Partners LP • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 14, 2007, among Targa Resources Partners LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
200,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 11, 2006 among ENTERPRISE GP HOLDINGS L.P. The Lenders Party Hereto, CITICORP NORTH AMERICA, INC., as Administrative Agent, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent,...Credit Agreement • January 13th, 2006 • Enterprise GP Holdings L.P. • Natural gas transmission • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of January 11, 2006, among ENTERPRISE GP HOLDINGS L.P., a Delaware limited partnership; the LENDERS party hereto; CITICORP NORTH AMERICA, INC., as Administrative Agent; LEHMAN COMMERCIAL PAPER INC., as Syndication Agent; CITIBANK, N.A., as Issuing Bank; and THE BANK OF NOVA SCOTIA, SUNTRUST BANK and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents.
Enterprise Products Operating L.P. 8.375% Fixed/Floating Rate Junior Subordinated Notes due 2066 (“LoTSSM”) guaranteed by Enterprise Products Partners L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2006 • Enterprise Products Partners L P • Crude petroleum & natural gas • New York
Terms used but not defined in this term sheet have the meanings assigned to them in the preliminary prospectus supplement dated July 11, 2006.
DEPOSIT AGREEMENT Dated July 28, 2010 APACHE CORPORATION AS ISSUER and WELLS FARGO BANK, N.A. AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 6.00% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES DDeposit Agreement • July 28th, 2010 • Apache Corp • Crude petroleum & natural gas • New York
DEPOSIT AGREEMENT, dated July 28, 2010, among APACHE CORPORATION, a Delaware corporation, WELLS FARGO BANK, N.A., a national banking association, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007 among EL PASO CORPORATION, EL PASO NATURAL GAS COMPANY and TENNESSEE GAS PIPELINE COMPANY, as Borrowers The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • November 21st, 2007 • El Paso Corp/De • Natural gas transmission • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 16, 2007, among EL PASO CORPORATION, a Delaware corporation (the “Company”), EL PASO NATURAL GAS COMPANY, a Delaware corporation (“EPNGC”), TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation (“TGPC”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
CREDIT AGREEMENT dated as of September 28, 2010 among BASIC ENERGY SERVICES, INC., A DELAWARE CORPORATION, as Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, THE LENDERS PARTY HERETO, and CAPITAL ONE, NATIONAL ASSOCIATION,...Credit Agreement • October 4th, 2010 • Basic Energy Services Inc • Oil & gas field services, nec • Texas
This CREDIT AGREEMENT (this “Agreement”) dated as of September 28, 2010, among BASIC ENERGY SERVICES, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS PARTY HERETO, as the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, “Swingline Lender” and CAPITAL ONE, NATIONAL ASSOCIATION, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
METROCORP BANCSHARES, INC. (a Texas corporation) 45,000 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2012 • MetroCorp Bancshares, Inc. • State commercial banks • New York
CREDIT AGREEMENT dated as of June 3, 2011 among THE WILLIAMS COMPANIES, INC., as Borrower The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., BARCLAYS CAPITAL, the investment banking division of BARCLAYS...Credit Agreement • August 4th, 2011 • Williams Companies Inc • Natural gas transmission • New York
This Credit Agreement dated as of June 3, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among THE WILLIAMS COMPANIES, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
REVOLVING CREDIT AGREEMENT Dated as of October 10, 2008 Among HALLIBURTON COMPANY as Borrower, THE ISSUING BANKS NAMED HEREIN as Issuing Banks, THE BANKS NAMED HEREIN as Banks, and HSBC BANK (USA) N.A. as Administrative Agent, CITIBANK, N.A. and THE...Revolving Credit Agreement • October 16th, 2008 • Halliburton Co • Oil & gas field services, nec • New York
CREDIT AGREEMENT Among ISRAMCO ONSHORE, LLC as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and SOCIÉTÉ GÉNÉRALE as Administrative Agent and as Issuing Lender June 30, 2015 SG Americas Securities, LLC as Sole Bookrunner SG Americas...Credit Agreement • July 6th, 2015 • Isramco Inc • Crude petroleum & natural gas • New York
This Credit Agreement dated as of June 30, 2015 is among ISRAMCO ONSHORE, LLC, a Texas limited liability company ("Borrower"), the lenders party hereto from time to time as Lenders (as defined below), and SOCIÉTÉ GÉNÉRALE, as Administrative Agent (as defined below) and as Issuing Lender (as defined below).
CREDIT AGREEMENT Dated as of March 28, 2008Credit Agreement • April 1st, 2008 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
FX ENERGY, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 9th, 2010 • Fx Energy Inc • Crude petroleum & natural gas • New York
FX Energy, Inc., a Nevada corporation (the "Company"), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") to be entered into with the investors that will be identified therein (each, an "Investor" and collectively, the "Investors"), to issue and sell an aggregate of up to 1,500,000 shares (the "Shares") of the Company's common stock, $0.001 par value (the "Common Stock"). The Company hereby confirms its agreement with Pritchard Capital Partners, LLC (the "Placement Agent"), as set forth below.
Enterprise Products Operating L.P. 7.034% Fixed/Floating Rate Junior Subordinated Notes due 2068 (“Notes”) guaranteed by Enterprise Products Partners L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2007 • Enterprise Products Partners L P • Crude petroleum & natural gas • New York
The issuer has filed a registration statement (including a base prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling J.P. Morgan Securities Inc. collect at (212) 834-4533, Citigroup Global Markets Inc. toll-free at (877) 858-5407, Lehman Brothers Inc. toll-free at (888) 603-5847, or Wachovia Capital Markets, LLC toll-free at (866) 289-1262.
PURCHASE AND SALE AGREEMENT Between CORPORATE REALTY INCOME FUND I, L.P. (Seller) and JAMES F. COTTER (Purchaser) Dated as of December 15, 2006Purchase and Sale Agreement • December 21st, 2006 • Corporate Realty Income Fund I L P • Real estate • Texas
This Purchase and Sale Agreement (“Agreement”) is made as of December 15, 2006 (the “Effective Date”), by and between CORPORATE REALTY INCOME FUND I, L.P., a Delaware limited partnership (“Seller”), and JAMES F. COTTER (“Purchaser”).
Superior Offshore International, Inc. (Delaware corporation) 8,666,667 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • April 5th, 2007 • Superior Offshore International Inc. • Oil & gas field services, nec • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. as Representatives of the several Underwriters to be named in the within-mentioned Purchase Agreement c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172