Bryan Cave Sample Contracts

Third Amended and Restated Credit Agreement (September 13th, 2018)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 13, 2018 (as amended from time to time, this "Agreement"), among EL PASO ELECTRIC COMPANY, a Texas corporation ("El Paso"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association with trust powers, not in its individual capacity, but solely in its capacity as successor trustee of the Rio Grande Resources Trust II (said trustee being the successor to JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank, successor by merger to The Chase Manhattan Bank, successor by merger to Chase Bank of Texas, National Association, successor by change of name to Texas Commerce Bank National Association, as trustee of the Rio Grande Resources Trust II) (in such capacity, including any successor thereto, the "Trustee"; each of El Paso and the Trustee is referred to individually herein as a "Borrower" and collectively as the "Borrowers"), the Lenders (as defined in Article I) named herein and from time

Perficient – 2.375% Convertible Senior Notes Due 2023 PURCHASE AGREEMENT (September 11th, 2018)
Omega Healthcare Investors, Inc. – Omega Healthcare Investors, Inc. Amendment No. 1 to Equity Distribution Agreement (September 7th, 2018)

Reference is made to the Equity Distribution Agreement, dated September 3, 2015 (the "Agreement") between [Manager Name] (the "Manager") and Omega Healthcare Investors, Inc., a Maryland corporation (the "Company"), pursuant to which the Company agreed to sell through the Manager (or any Alternative Manager (as defined in the Agreement)), as sales agent and/or principal, shares of the Company's common stock, par value $0.10 per share, having an aggregate gross sales price of up to $500,000,000. All capitalized terms used in this Amendment No. 1 to the Agreement (this "Amendment") and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement. The Company and the Manager agree as follows:

CREDIT AGREEMENT Dated as of August 21, 2018 Among REINSURANCE GROUP OF AMERICA, INCORPORATED, as the Loan Party, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Joint Syndication Agents, and BARCLAYS BANK PLC; HSBC BANK USA, NATIONAL ASSOCIATION; KEYBANK NATIONAL ASSOCIATION, MIZUHO BANK, LTD.; MUFG BANK, LTD.; ROYAL BANK OF CANADA; AND SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, and the Other Lenders Party Hereto U.S. BANK NATIONAL AS (August 22nd, 2018)
Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Jonathan A. Muhtar ("Executive").

Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Guy J. Constant ("Executive").

Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Michael L. Kaplan ("Executive").

Second Amended & Restated Employment Agreement (August 22nd, 2018)

This SECOND AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Denny Marie Post ("Executive").

Amended & Restated Employment Agreement (August 22nd, 2018)

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 20th day of August, 2018, by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the "Company"), and Carin Stutz ("Executive").

Forestar Group Inc – First Amendment to Letter of Credit Facility Agreement (August 17th, 2018)
FIVE YEAR CREDIT AGREEMENT by and Among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co- Syndication Agents, BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, and WELLS FARGO BANK, N.A., as Co-Documentation Agents, and THE BANK OF NEW YORK MELLON, as Administrative Agent (August 8th, 2018)

FIVE YEAR CREDIT AGREEMENT, dated as of May 17, 2018, by and among CVS HEALTH CORPORATION, a Delaware corporation (the "Borrower"), the lenders party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), BARCLAYS BANK PLC ("Barclays") and JPMORGAN CHASE BANK, N.A., ("JPMC"), as co-syndication agents (in such capacity, each a "Co-Syndication Agent" and, collectively, the "Co-Syndication Agents"), BANK OF AMERICA, N.A. ("BofA"), GOLDMAN SACHS BANK USA ("GS"), and WELLS FARGO BANK, N.A. ("Wells Fargo"), as co-documentation agents (in such capacity, each a "Co-Documentation Agent" and, collectively, the "Co-Documentation Agents"), and THE BANK OF NEW YORK MELLON ("BNY Mellon"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent").

364-Day CREDIT AGREEMENT by and Among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA and WELLS FARGO BANK, N.A., as Co-Syndication Agents, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents, and THE BANK OF NEW YORK MELLON, as Administrative Agent (August 8th, 2018)

364-DAY CREDIT AGREEMENT, dated as of May 17, 2018, by and among CVS HEALTH CORPORATION, a Delaware corporation (the "Borrower"), the lenders party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), BANK OF AMERICA, N.A. ("BofA"), GOLDMAN SACHS BANK USA ("GS"), and WELLS FARGO BANK, N.A. ("Wells Fargo"), as co-syndication agents (in such capacity, each a "Co-Syndication Agent" and, collectively, the "Co-Syndication Agents"), BARCLAYS BANK PLC ("Barclays") and JPMORGAN CHASE BANK, N.A., ("JPMC"), as co-documentation agents (in such capacity, each a "Co-Documentation Agent" and, collectively, the "Co-Documentation Agents"), and THE BANK OF NEW YORK MELLON ("BNY Mellon"), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent").

Berry Plastics Group Inc. – Incremental Assumption Agreement (August 3rd, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of May 16, 2018, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term S Loans (in such capacity, the "Initial Term S Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term T Loans (in such capacity, the "Initial Term T Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

AGREEMENT AND PLAN OF MERGER Dated as of July 11, 2018 by and Among IZEA, INC., a Nevada Corporation, IZEA MERGER SUB, INC., a Delaware Corporation, TAPINFLUENCE, INC., a Delaware Corporation CERTAIN STOCKHOLDERS OF TAPINFLUENCE, INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE STOCKHOLDERS' REPRESENTATIVE (July 12th, 2018)

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

Hennessy Advisors – Transaction Agreement (July 11th, 2018)

THIS TRANSACTION AGREEMENT is made and entered into on this 10th day of July, 2018, by and between HENNESSY ADVISORS, INC., a California corporation ("Buyer"), and BP CAPITAL FUND ADVISORS, LLC, a Delaware limited liability company ("Seller").

Energizer Holdings, Inc. – ENERGIZER GAMMA ACQUISITION, INC. As Escrow Issuer the Guarantors Party Hereto From Time to Time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 6, 2018 6.375% Senior Notes Due 2026 (July 9th, 2018)

INDENTURE, dated as of July 6, 2018, among ENERGIZER GAMMA ACQUISITION, INC., a Missouri corporation (the Escrow Issuer), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the Trustee).

Energizer Holdings, Inc. – ENERGIZER GAMMA ACQUISITION B.V. As Issuer the Guarantors Party Hereto From Time to Time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Registrar THE BANK OF NEW YORK MELLON, LONDON BRANCH as Paying Agent INDENTURE Dated as of July 6, 2018 4.625% Senior Notes Due 2026 (July 9th, 2018)

INDENTURE, dated as of July 6, 2018, among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the Issuer), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the Trustee) and Registrar, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent.

Griffin Capital Essential Asset REIT II, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2018 Among GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P. As Borrower and the Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent (July 5th, 2018)
Crawford – Current DRAFT as of 5:21 Pm EDT, June 15 Crawford & Company(r) Announces Agreement to Sell Garden City Group(r) to Epiq (June 18th, 2018)

ATLANTA (June 18, 2018) Crawford & Company(r), the worlds largest publicly listed independent provider of claims management solutions to insurance companies and self-insured entities, today announced that it has sold Garden City Group, LLCSM (GCG(r)), its legal administrative services unit to Epiq, a worldwide provider of legal services, serving law firms, corporations and financial institutions.

Crawford – MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND BETWEEN CRAWFORD & COMPANY CRAWFORD & COMPANY (CANADA) INC. EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC. AND EPIQ SYSTEMS CANADA ULC Dated as of June 15, 2018 (June 18th, 2018)

This MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT, dated June 15, 2018 (this Agreement), is made and entered into by and between Crawford & Company, a Georgia corporation (Equity Seller), Crawford & Company (Canada) Inc., a Canada corporation (Asset Seller; each of Equity Seller and Asset Seller, a Seller and collectively Sellers), Epiq Class Action & Claims Solutions, Inc., a Rhode Island corporation (Equity Buyer), and Epiq Systems Canada ULC, a British Columbia unlimited liability company (Asset Buyer each of Equity Buyer and Asset Buyer, a Buyer and collectively Buyers). Buyers (collectively) and Sellers (collectively) are each referred to individually as a Party and collectively as the Parties.

AMENDMENT NO. 1, Dated as of June 11, 2018 (This Amendment), to the Second Amended and Restated Credit Agreement Dated as of December 1, 2017 (The Existing Credit Agreement, and as Modified by This Amendment and as Further Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the Credit Agreement), Among TREEHOUSE FOODS, INC., a Delaware Corporation (The Borrower), Each Lender From Time to Time Party Thereto (Collectively, the Lenders and Individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent (The Administrative Agent), Swing Line Lender and L/C Issuer. (June 11th, 2018)
Carolina Financial Corp – 1,596,350 Shares CAROLINA FINANCIAL CORPORATION Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT (June 11th, 2018)
Securities Purchase Agreement (May 31st, 2018)

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 24, 2018, is made by and between Manitex International, Inc., a Michigan corporation (the Company), and Tadano Ltd., a Japanese company (the Purchaser).

Emerson Electric – CREDIT AGREEMENT Dated as of May 23, 2018 Among EMERSON ELECTRIC CO., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS AND LC ISSUERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as the Agent, and CITIBANK, N.A., as Syndication Agent JPMORGAN CHASE BANK, N.A. And CITIBANK, N.A., as Joint Lead Arrangers and Joint Bookrunners (May 29th, 2018)

THIS CREDIT AGREEMENT, dated as of May 23, 2018, is by and among EMERSON ELECTRIC CO., the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS, the LC ISSUERS and JPMORGAN CHASE BANK, N.A., as Agent. The parties hereto agree as follows:

Acxiom – Amended and Restated Employment Agreement (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated as of July 26, 2014, (the "Agreement"), by and between Acxiom Corporation, a Delaware corporation (the "Company") and Scott E. Howe (the "Executive"), is hereby amended and restated as of February 14, 2018 (the "Restatement Date").

Acxiom – Amended and Restated Employment Agreement (May 25th, 2018)

THIS EMPLOYMENT AGREEMENT, originally dated March 27, 2015, (the "Agreement"), and effective as of January 11, 2015, (the "Effective Date"), by and between Acxiom Corporation, a Delaware corporation (the "Company"), and Warren C. Jenson (the "Executive"), is hereby amended and restated as of February 14, 2018 (the "Restatement Date").

Callon Petroleum Company – PURCHASE AND SALE AGREEMENT Between Cimarex Energy Co. Et Al., as Seller, and Callon Petroleum Operating Company, as Buyer Dated May 23, 2018 (May 24th, 2018)

This Purchase and Sale Agreement (this Agreement), executed as of May 23, 2018 (the Execution Date), is by and between Cimarex Energy Co., a Delaware corporation (Cimarex), Prize Energy Resources, Inc., a Delaware corporation (Prize) and Magnum Hunter Production, Inc., a Texas corporation (Magnum Hunter) (Cimarex, Prize and Magnum Hunter being collectively called, Seller), and Callon Petroleum Operating Company, a Delaware corporation (Buyer).

Contract (May 10th, 2018)

SEVENTH AMENDMENT, dated as of February 27, 2018 (this "Amendment"), to the Credit Agreement (as defined below) among GCI Holdings, Inc. (the "Borrower"), the Parent, the Subsidiary Guarantors, Credit Agricole Corporate and Investment Bank, as Administrative Agent (the "Administrative Agent") and the Lenders party hereto.

Berry Plastics Group Inc. – Incremental Assumption Agreement and Amendment (May 3rd, 2018)

THIS INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT (this "Agreement"), dated as of February 12, 2018, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term Q Loans (in such capacity, the "Initial Term Q Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term R Loans (in such capacity, the "Initial Term R Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

DERMAdoctor, LLC – Amended and Restated Operating Agreement of Dermadoctor, Llc (May 2nd, 2018)

THIS AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into effective as of the day of , 2016 (the "Effective Date") by and among DERMAdoctor, LLC (the "Company") and the Persons executing this Agreement as Members on the signature page hereof or who otherwise become parties hereto in accordance with the terms hereof.

Sundance Energy Australia Ltd – Amended & Restated Term Loan Credit Agreement Dated as of April 23, 2018 Among (May 1st, 2018)

THIS AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of April 23, 2018, is among Sundance Energy Australia Limited, a limited company organized and existing under the laws of South Australia ("Parent"), Sundance Energy, Inc., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto and Morgan Stanley Energy Capital Inc. (in its individual capacity, "MSECI"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Sundance Energy Australia Ltd – CREDIT AGREEMENT Dated as of April 23, 2018 Among (May 1st, 2018)

THIS CREDIT AGREEMENT dated as of April 23, 2018, is among SUNDANCE ENERGY AUSTRALIA LIMITED, a limited company organized and existing under the laws of South Australia ("Parent"), SUNDANCE ENERGY, INC., a Colorado corporation (the "Borrower"), each of the Lenders from time to time party hereto and Natixis, New York Branch (in its individual capacity, "Natixis"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").

AGREEMENT AND PLAN OF MERGER by and Among NICE SYSTEMS, INC., NICE ACQUISITION SUB, INC., MATTERSIGHT CORPORATION And, Solely for Purposes of Section 8.16, NICE LTD. Dated as of April 25, 2018 (April 26th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of April 25, 2018 by and among NICE Systems, Inc., a Delaware corporation (Parent), NICE Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acquisition Sub), Mattersight Corporation, a Delaware corporation (the Company), and, solely for purposes of Section 8.16, NICE Ltd., a company organized under the laws of the State of Israel (Guarantor).

Tender and Support Agreement (April 26th, 2018)

This Tender and Support Agreement (this Agreement) is made and entered into as of April 25, 2018, by and among Nice Systems, Inc., a Delaware corporation (Parent), NICE Acquisition Sub, Inc., a Delaware corporation (Acquisition Sub) and the stockholders of Mattersight Corporation, a Delaware corporation (the Company), set forth on Schedule A hereto (each a Stockholder and, collectively the Stockholders, and together with Parent and Acquisition Sub, the parties).

National Commerce Corp – Agreement and Plan of Merger (April 24th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 24, 2018, by and between National Commerce Corporation ("NCC"), a corporation organized and existing under the Laws of the State of Delaware, with its principal office in Birmingham, Alabama; and Landmark Bancshares, Inc. ("Landmark"), a corporation organized and existing under the Laws of the State of Georgia, with its principal office in Marietta, Georgia.