Cahill Gordon & Reindel Sample Contracts

Third Amended and Restated Unsecured Credit Agreement Revolving Credit Commitment: $150,000,000 Dated as of January 17, 2012 Among the Empire District Electric Company as Borrower and UMB Bank, N.A. Individually and as Administrative Agent and Bank of America, N.A. Individually and as Syndication Agent and Wells Fargo Bank, N.A. Individually and as Documentation Agent and the Other Financial Institutions Party Hereto as Banks Arranged by UMB Bank, N.A. (January 19th, 2012)
Colt Defense LLC – Credit Agreement (October 4th, 2011)

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of September 29, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined), Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), Colt Defense LLC, a Delaware limited liability company ("Parent" or "US Borrower" as hereinafter further defined), Colt Canada Corporation, a Nova Scotia corporation ("Colt Canada" or "Canadian Borrower" as hereinafter further defined and, together with US Borrower, each individually a "Borrower" and collectively, "Borrowers"), and Colt Finance Corp., a Delaware corporation ("Guarantor" as hereinafter further defined).

Colt Finance Corp. – Credit Agreement (October 4th, 2011)

THIS CREDIT AGREEMENT (this "Agreement"), is entered into as of September 29, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined), Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), Colt Defense LLC, a Delaware limited liability company ("Parent" or "US Borrower" as hereinafter further defined), Colt Canada Corporation, a Nova Scotia corporation ("Colt Canada" or "Canadian Borrower" as hereinafter further defined and, together with US Borrower, each individually a "Borrower" and collectively, "Borrowers"), and Colt Finance Corp., a Delaware corporation ("Guarantor" as hereinafter further defined).

CREDIT AGREEMENT Dated as of September 22, 2011, Among BROADRIDGE FINANCIAL SOLUTIONS, INC., the LENDERS Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J. P. MORGAN EUROPE LIMITED, as London Agent BANK OF AMERICA, N.A., as Syndication Agent and BNP PARIBAS, MIZUHO CORPORATE BANK, LTD., TD BANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ LTD., U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Documentation Agents J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners (September 23rd, 2011)

CREDIT AGREEMENT dated as of September 22, 2011, among BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.

XOMA (US) LLC EMPLOYMENT AGREEMENT NAME: John Varian TITLE: Interim Chief Executive Officer (September 1st, 2011)

THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 31st day of August, 2011, by and between XOMA (US) LLC (the "Company") and the person executing this Agreement as employee ("Employee").

Employment Agreement (June 16th, 2011)

This Employment Agreement ("Agreement"), effective as of this 31st day of May, 2011, by and between XOMA (US) LLC ("XOMA" or the "Company"), a Delaware limited liability company with its principal office at 2910 Seventh Street, Berkeley, California, and Paul Rubin, M.D. ("Employee"), an individual residing at 555 Mission Rock Street #534 , San Francisco, California 94158.

The EMPIRE DISTRICT ELECTRIC COMPANY TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AND UMB BANK & TRUST, N.A. Trustees Thirty-Seventh Supplemental Indenture Dated as of June 9, 2011 (Supplemental to Indenture Dated as of September 1, 1944) for the Purpose of Amending Section 4.11 of the Indenture Dated as of September 1, 1944 (June 10th, 2011)

THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of June 9, 2011, between The Empire District Electric Company, a corporation organized and existing under the laws of the State of Kansas (hereinafter called the "Company"), party of the first part, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America and located in the State of California with a trust office at 2 N. LaSalle Street, Suite 1020, in the City of Chicago, Illinois, and UMB Bank & Trust, N.A., a national banking association organized and existing under the laws of the United States of America and having its principal corporate trust office in the City of St. Louis, Missouri (hereinafter sometimes called respectively the "Principal Trustee" and the "Missouri Trustee" and together the "Trustees" and each thereof a "Trustee"), as Trustees, parties of the second part.

Exhibit 10.1 (February 24th, 2011)

AMENDMENT NO. 2, dated as of February 23, 2011 (this Amendment), to that certain Credit Agreement, dated as of June 23, 2009 (as amended, supplemented, amended and restated, replaced, refinanced or otherwise modified from time to time, the Credit Agreement), among RAILAMERICA, INC., a Delaware corporation (RailAmerica); RAILAMERICA TRANSPORTATION CORP., a Delaware corporation (RATC, together with RailAmerica, the Borrowers and each individually, a Borrower); the lenders party thereto from time to time (the Lenders), the LETTER OF CREDIT ISSUER party thereto from time to time; CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the Administrative Agent) and as collateral agent (in such capacity, the Collateral Agent) for the Lenders; and CITIGROUP GLOBAL MARKETS INC. (CGMI), as sole lead arranger and sole bookrunner (in such capacity, the Lead Arranger). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Ag

Contract (July 23rd, 2010)
Employment Agreement (May 6th, 2010)

AGREEMENT, made and entered into as of the 6th day of May, 2010, by and between, XL Capital Ltd, a Cayman Islands corporation (the "Company"), and Irene M. Esteves (the "Executive").

Employment Agreement (January 28th, 2010)

AGREEMENT, made and entered into as of the 22nd day of January, 2010, by and between THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. (the "Company"), and RONALD MARSHALL (the "Employee").

Second Amended and Restated Unsecured Credit Agreement (January 27th, 2010)

This Second Amendment and Restatement of that certain Unsecured Credit Agreement between the parties hereto dated July 15, 2005 (the "Original Credit Agreement"), is made as of this 26th day of January, 2010 and amends and restates the Original Credit Agreement, as previously amended and restated, in its entirety. Unless the context otherwise requires, all references to the Original Credit Agreement in any Loan Document shall be deemed references to this Agreement.

The EMPIRE DISTRICT ELECTRIC COMPANY Common Stock (Par Value $1.00 Per Share) AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT (October 22nd, 2009)
Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive Plan (Amended as of June 16, 2009) (June 22nd, 2009)
Securities Purchase Agreement (June 10th, 2009)

This Securities Purchase Agreement (this "Agreement") is dated as of June 5, 2009, between XOMA Ltd., a Bermuda company (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

XOMA Ltd. Warrant to Purchase Common Stock (May 19th, 2009)

XOMA Ltd., a Bermuda corporation, (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof, or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), __________ fully paid nonassessable shares of Common Stock (as defined below), as adjusted pursuant to the terms hereof (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to

Unsecured Credit Agreement (March 12th, 2009)

The undersigned, The Empire District Electric Company, a Kansas corporation (the "Company") hereby applies to you for your several commitments, subject to all the terms and conditions hereof and on the basis of representations and warranties hereinafter set forth, to make an unsecured revolving credit ("Revolving Credit") available to the Company, all as more fully set forth herein. Each of you is hereinafter referred to individually as "Bank" and collectively as "Banks." UMB Bank, N.A., in its individual capacity is sometimes referred to herein as "UMB", and in its capacity as Administrative Agent for the Banks is hereinafter in such capacity referred to as the "Agent". Bank of America, N.A. is also sometimes referred to herein as "Syndication Agent" and Wells Fargo Bank, N.A. is also sometimes referred to herein as "Documentation Agent." All capitalized terms not defined in the text of this Agreement are defined in Section 1 hereof.

The EMPIRE DISTRICT ELECTRIC COMPANY Common Stock (Par Value $1.00 Per Share) EQUITY DISTRIBUTION AGREEMENT (February 26th, 2009)
Indemnity Agreement (February 10th, 2009)

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of ________________, by and between The Empire District Electric Company, a Kansas corporation (the "Company"), and ______________ ("Indemnitee").

Employment Agreement (January 15th, 2009)

This Agreement contains all the understandings between the parties hereto and supersedes all prior discussions and agreements between the Company, on the one hand, and the Executive, on the other hand, with respect to the subject matter hereof.

Second Amendment to Employment Agreement (December 19th, 2008)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment") dated as of December 15, 2008 ("Amendment Effective Date") among Krispy Kreme Doughnut Corporation, a North Carolina Corporation ("KKDC"), Krispy Kreme Doughnuts, Inc., a North Carolina Corporation (the "Company" and together with KKDC, the "Companies") and Douglas R. Muir (the "Executive").

Change in Control Agreement (November 18th, 2008)

Agreement, made this 12th day of November, 2008, by and between Gentiva Health Services, Inc., a Delaware corporation (the "Company"), and Ronald A. Malone (the "Executive").

Energy Partners, Ltd. – Third Amendment to Energy Partners, Ltd. Change of Control Severance Plan (November 14th, 2008)

The Energy Partners, Ltd. Change of Control Severance Plan, as amended by the First and Second Amendments thereto, is hereby amended in the following respects:

Agreement (September 22nd, 2008)

Agreement, made this 19th day of September, 2008, by and between Gentiva Health Services, Inc., a Delaware corporation (the "Company") and Ronald A. Malone (the "Executive").

Contract (April 15th, 2008)

AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of April 9, 2008 (this "Amendment Agreement"), among KRISPY KREME DOUGHNUT CORPORATION, a North Carolina corporation (the "Borrower"), KRISPY KREME DOUGHNUTS, INC., a North Carolina corporation (the "Parent Guarantor"), the SUBSIDIARY GUARANTORS (as defined in the Credit Agreement referred to below) signatory hereto and the LENDERS (as defined in the Credit Agreement referred to below) signatory hereto.

Energy Partners, Ltd. – Contract (April 2nd, 2008)

This letter memorializes your and our mutual understanding and agreements regarding the nomination by Energy Partners, Ltd., a Delaware corporation (the "Company"), of James R. Latimer, III ("Mr. Latimer"), Bryant H. Patton ("Mr. Patton") and Steven J. Pully ("Mr. Pully", and together with Mr. Latimer and Mr. Patton, the "Nominees") for election as directors of the Company's Board of Directors (the "Board") at the Company's 2008 Annual Meeting of Stockholders ("2008 Annual Meeting").

Article I Modification of Original Indenture (March 12th, 2008)

THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of March 11, 2008, between The Empire District Electric Company, a corporation organized and existing under the laws of the State of Kansas (hereinafter called the "Company"), party of the first part, and The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States of America and located in the State of California with a trust office at 2 N. LaSalle Street, Suite 1020, in the City of Chicago, Illinois, and UMB Bank & Trust, N.A., a national banking association organized and existing under the laws of the United States of America and having its principal corporate trust office in the City of St. Louis, Missouri (hereinafter sometimes called respectively the "Principal Trustee" and the "Missouri Trustee" and together the "Trustees" and each thereof a "Trustee"), as Trustees, parties of the second part.

Employment Agreement (March 5th, 2008)

EMPLOYMENT AGREEMENT ("Agreement") dated as of February 27, 2008 among Krispy Kreme Doughnut Corporation, a North Carolina corporation ("KKDC"), Krispy Kreme Doughnuts, Inc., a North Carolina corporation (the "Company" and, together with KKDC, the "Companies"), and James H. Morgan (the "Executive").

Contract (January 25th, 2008)

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of January 23, 2008 (this "Amendment Agreement"), among KRISPY KREME DOUGHNUT CORPORATION, a North Carolina corporation (the "Borrower"), KRISPY KREME DOUGHNUTS, INC., a North Carolina corporation (the "Parent Guarantor"), the SUBSIDIARY GUARANTORS (as defined in the Credit Agreement referred to below) signatory hereto and the LENDERS (as defined in the Credit Agreement referred to below) signatory hereto.

Validus Holdings, Ltd. – Amendment to Warrants of Validus Holdings, Ltd. (December 21st, 2007)

AMENDMENT TO WARRANTS OF VALIDUS HOLDINGS, LTD., dated as of December 21, 2007 (this "Amendment"), between Validus Holdings, Ltd. (the "Company") and the warrant holders listed on the signature pages hereto (the "Holders").

Validus Holdings, Ltd. – Dated 28 November 2007 Talbot Holdings Ltd. As Borrower Validus Holdings, Ltd. As Guarantor Lloyds Tsb Bank Plc and Ing Bank N.V., London Branch as Mandated Lead Arrangers Ing Bank N.V., London Branch as Structuring Agent Lloyds Tsb Bank Plc as Agent and Lloyds Tsb Bank Plc as Security Trustee $100,000,000 Standby Letter of Credit Facility Agreement (December 4th, 2007)

ING BANK N.V., LONDON BRANCH and LLOYDS TSB BANK PLC as mandated lead arranger(s) (whether acting individually or together, the "Arranger");

14 NOVEMBER 2007 XL CAPITAL LTD as Account Party THE GUARANTORS (As Defined Herein) THE LENDERS PARTY HERETO (As Defined Herein) CITIBANK INTERNATIONAL PLC as Agent and Security Trustee CITIGROUP GLOBAL MARKETS LIMITED and LLOYDS TSB BANK PLC and THE ROYAL BANK OF SCOTLAND PLC as Arrangers LETTER OF CREDIT FACILITY AND REIMBURSEMENT AGREEMENT (November 20th, 2007)
Second Amendment to Employment Agreement (November 13th, 2007)

AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") dated as of November 8, 2007 among Krispy Kreme Doughnut Corporation, a North Carolina corporation ("KKDC"), Krispy Kreme Doughnuts, Inc., a North Carolina corporation (the "Company" and, together with KKDC, the "Companies"), and Sandra K. Michel (the "Executive").

National HealthCare Corporation – Credit Agreement (November 2nd, 2007)

THIS CREDIT AGREEMENT ("Agreement") is entered into as of October 30, 2007, by and between NATIONAL HEALTHCARE CORPORATION, a Delaware corporation (the "Borrower") and BANK OF AMERICA, N.A., a national banking association (the "Lender").

Sequa Corp -Cl A – Transaction Bonus and Severance Agreement by and Between Sequa Corporation and Kenneth J. Binder (October 31st, 2007)

THIS TRANSACTION BONUS AND SEVERANCE AGREEMENT (the "Agreement") is made this 23rd day of October, 2007 by and between Sequa Corporation and its affiliates, subsidiaries, divisions, successors and assigns (collectively, the "Company") and Kenneth J. Binder ("Employee").