SENIOR SECURED, PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTCredit Agreement • September 12th, 2020 • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2020 • Oklahoma
THIS AGREEMENT is made effective August 17, 2015 (the “Effective Date”), between SANDRIDGE ENERGY, INC., a Delaware corporation (the “Company”), and Julian Bott, an individual (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2018 • Delaware
This Agreement, made and entered into as of the day of [May]May, 2018 (“Agreement”), by and between Real IndustryElah Holdings, Inc., a Delaware corporation (“Company”), and [●] (“Indemnitee”):
WARRANT AGREEMENTWarrant Agreement • November 7th, 2020 • New York
Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of [ ], 2015, between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and [ ] (the “Warrant Agent”).
Form of New Existing Equity Warrant AgreementWarrant Agreement • September 13th, 2017 • New York
This WARRANT AGREEMENT (this “Agreement”) is dated as of [●], 2017, between GulfMark Offshore, Inc., a Delaware corporation, as issuer (the “Company” or the “Debtor”), and American Stock Transfer & Trust LLC, as warrant agent (the “Warrant Agent”).
ENGAGEMENT AGREEMENTEngagement Agreement • October 19th, 2020 • New York
This Agreement is entered into as of September 22, 2020 between Prime Clerk LLC (“Prime Clerk”) and smarTours LLC (together with its affiliates and subsidiaries, the “Company”).1
Form of Trade AgreementTrade Agreement • April 16th, 2018
THIS TRADE AGREEMENT IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF A CHAPTER 11 PLAN. ACCEPTANCE OR REJECTION OF A CHAPTER 11 PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT FOR ANY SUCH CHAPTER 11 PLAN. THE INFORMATION IN THIS TRADE AGREEMENT IS SUBJECT TO CHANGE. THIS TRADE AGREEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.
REAL ESTATE PURCHASE AGREEMENTAsset Purchase Agreement • August 20th, 2020 • North Carolina
THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the “Effective Date” (defined below) by and among Brooks Brothers Group, Inc., a Delaware corporation (“Seller”), and Legacy Industries, Inc., a Delaware corporation (“Purchaser”).
CALL RIGHT AGREEMENTCall Right Agreement • October 3rd, 2017 • New York
, 20 2017 (the “Effective Date”), by and among [PROPCO],VICI Properties, L.P., a Delaware limited partnership2 (“Propco”), and Caesars Entertainment Corporation, a Delaware corporation (“Owner”). Propco and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.
New Warrant Agreement CREDITOR WARRANT AGREEMENTCreditor Warrant Agreement • September 16th, 2019 • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2017 • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●] [●], 2017 by and among Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), and the parties identified as “Holders” on the signature page hereto. Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 17th, 2019
This PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • August 3rd, 2020 • Delaware
THIS DOCUMENT SHALL BE KEPT CONFIDENTIAL PURSUANT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED INTO BY THE RECIPIENT HEREOF AND, IF APPLICABLE, ITS AFFILIATES AND REPRESENTATIVES.
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 9th, 2014 • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of June 9, 2014 among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “ABL Agent”) for
WEIL:\96757858\2\36182.0004 Redline of A&R LLCA Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 1 of 90 Execution Version 25776957.3325776957.34 WEIL:\96757130\2\36182.0003 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT BY AND AMONG...Limited Liability Company Agreement • May 5th, 2020 • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with any exhibits, appendices, annexes and schedules hereto, this “Agreement”), dated as of October 12, 2018, by and among Claire’s Holdings LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), and the members of the Company as of the Effective Date (as hereinafter defined) listed on Schedule A hereto (the “Effective Date Members”) and their Transferees (as hereinafter defined), and such other Persons (as hereinafter defined) that may become party to this Agreement in accordance with the terms of this Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • July 7th, 2014 • New York
THIS FORBEARANCE AGREEMENT, dated as of July 6, 2014 (this “Agreement”), is entered into by and between PUERTO RICO ELECTRIC POWER AUTHORITY (the “Company”) and CITIBANK, N.A. (the “Lender”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.”
FORBEARANCE AGREEMENTForbearance Agreement • October 1st, 2019 • New York
This Forbearance Agreement (as amended or modified from time to time, the “Agreement”) is dated as of August 14, 2014 and is entered into by and among Puerto Rico Electric Power Authority (“PREPA”) and CITIBANK, N.A. (the “Lender” or “Forbearing Creditor”). All parties hereto will be referred to herein collectively as the “Parties.”
Form of New Warrant AgreementDelaware • May 2nd, 2016
SUBSCRIPTION AGREEMENT WITH RESPECT TOSubscription Agreement • October 19th, 2020 • New York
THIS SUBSCRIPTION AGREEMENT WITH RESPECT TO 5¾% SENIOR NOTES DUE 2023 (THE “AGREEMENT”) HAS BEEN PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR THE BENEFIT OF HOLDERS OF ALLOWED NOTES CLAIMS IN CONNECTION WITH THE RIGHTS OFFERINGS BY BONANZA CREEK ENERGY, INC. (TOGETHER WITH ANY SUCCESSOR, THE “COMPANY”) PURSUANT TO THE CHAPTER 11 PLAN OF THE COMPANY AND ITS SUBSIDIARIES, AS SUCH PLAN MAY BE ALTERED, AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, AND THE RESTRUCTURING SUPPORT AGREEMENT, INCLUDING THE PLAN SUPPLEMENT AND ALL EXHIBITS, SUPPLEMENTS, APPENDICES AND SCHEDULES (THE “PLAN”)1. ANY REPRODUCTION OR DISTRIBUTION OF THIS AGREEMENT, OR RETRANSMITTAL OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.
9.5% Senior Secured Notes IndentureNovember 14th, 2014
INDENTURE dated as of November 14, 2014, among Essar Steel Algoma Inc., a corporation formed under the laws of Canada (the “Issuer”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NA- TIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collat- eral agent (in such capacity, the “Collateral Agent”).
SITE LEASESite Lease • April 1st, 2018 • New York
This SITE LEASE (as the same may be amended, modified or supplemented, this “Site Lease”), dated as of July 1, 2007 between FIRSTENERGY GENERATION CORP., an Ohio corporation (“Site Lessor” or “FGCO”), and MANSFIELD 2007 TRUST A, a Delaware statutory trust (“Site Lessee” or “Lessor”).
Escrow AgreementEscrow Agreement • August 13th, 2020 • New York
This ESCROW AGREEMENT (this “Agreement”) is entered into as of July 27, 2020, by and among Global Eagle Entertainment Inc. (the “Company”) and Prime Clerk LLC (“Prime Clerk” or the “Escrow Agent” and, together with the Company, the “Parties” and each a “Party”).
ACCOMMODATION AGREEMENTAccommodation Agreement • February 28th, 2020 • Michigan
FCA US LLC (“FCA”), BMW Manufacturing Co., LLC, for itself and on behalf of its subsidiaries and affiliates (“BMW”), Ford Motor Company, for itself and on behalf of its subsidiaries and affiliates (“Ford”), Honda of America Mfg., Inc., for itself and on behalf of its subsidiaries and affiliates (“Honda”), Adient US, LLC, for itself and on behalf of its subsidiaries and affiliates (“Adient”), and Toyota Motor Engineering & Manufacturing North America, Inc., for itself and on behalf of its subsidiaries and affiliates (“Toyota”) (FCA, BMW, Ford, Honda, Adient, and Toyota are each identified as a “Customer” and, collectively, together with any other customer that executes this Agreement (as defined below) as “Customers”), Dura Automotive Systems, LLC, for itself and on behalf of its subsidiaries and affiliates which have commenced proceedings under chapter 11 of title 11 of the United States Code (collectively, the “Supplier”), which are currently pending in the United States Bankruptcy Co
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 30th, 2016 • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of this [⦁]th day of December, 2016 (the “Effective Date”), by and among INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation (“ISH”), LMS SHIPMANAGEMENT, INC., MARCO SHIPPING COMPANY (PTE) LTD., GULF SOUTH
Backstop Commitment AgreementBackstop Commitment Agreement • May 20th, 2017 • New York
THIS BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of May 15, 2017, is made by and among (i) GulfMark Offshore, Inc. (the “Company” or the “Debtor”), on the one hand, and (ii) each of the Commitment Parties (as defined below), on the other hand. The Debtor and each Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
FIFTH AMENDMENT AGREEMENTFifth Amendment Agreement • January 23rd, 2017 • New York
This FIFTH AMENDMENT AGREEMENT (this “Fifth Amendment”) is made as of August 5, 2016, by and among AMERICAN APPAREL (USA), LLC (“AA USA” or the “Borrower Representative”), AMERICAN APPAREL RETAIL, INC. (“AA Retail”), AMERICAN APPAREL DYEING & FINISHING, INC. (“AA Dyeing & Finishing”), KCL KNITTING, LLC (“KCL
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2019 • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of [●], 2019 by and among Bristow Group Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto (or deemed signatories hereto) and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto. Certain definitions are set forth in Section 23.
DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of August 4, 2016Possession Credit Agreement • September 21st, 2016 • New York
(as amended, restated, supplemented, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation (the “Company”), ENTERPRISE SHIP COMPANY, INC., a Delaware corporation (“Enterprise”), SULPHUR CARRIERS, INC., a Delaware corporation (“Sulphur Carriers”), CENTRAL GULF LINES, INC., a Delaware corporation (“Central Gulf”), WATERMAN STEAMSHIP CORPORATION, a New York corporation (“Waterman”), COASTAL CARRIERS, INC., a Delaware corporation (“Coastal”), N. W. JOHNSEN & CO., INC., a New York corporation (“NWJ”), LMS SHIPMANAGEMENT, INC.,
SUBSCRIPTION AGREEMENTSubscription Agreement • December 14th, 2015 • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of the date of acceptance by the Trustee reflected below, by and between Charles A. Dale, in his capacity as Chapter 11 Trustee for Buckingham Oil Interests, Inc. (the “Trustee”), and the party listed in the box below (“Subscriber”):
Letter of Credit Facility)Credit Facility Agreement • February 2nd, 2018 • New York
amended, restated modified and/or supplemented, from time to time, this “Agreement”) among APPVION, INC., a Delaware corporation (the “Account Party”), and CITIZENS BANK, N.A. (the “LC Issuer”).
EXHIBIT C Supplemental Agreement No. 2Supplemental Agreement • February 3rd, 2020
This Supplemental Agreement No. 2 (this “Agreement”), entered into this fifth day of May, 2015, is made by and among Bacardi International Limited (“BIL”), Bacardi Corporation (“Corp”) and their parent company Bacardi Limited (“BL”) and the Government of Puerto Rico (the “Government”), acting through the Secretary of Treasury, the Secretary of Economic Development and Commerce, the Secretary of Agriculture, the President of the Government Development Bank for Puerto Rico, the Executive Director of the Office of Management and Budget and the Executive Director of the Puerto Rico Industrial Development Company (“PRIDCO”) as authorized by Act No. 178 of December 1, 2010, as amended, Act No. 1 of January 31, 2011 and any successor legislation (the “Enabling Act”). BIL, and any affiliate of BIL (including BL or Corp) that is designated by BIL to perform obligations under the applicable agreement, are collectively referred to as “Bacardi”. The Government, BIL, Corp and BL are collectively re
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 19th, 2017 • New York
This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of [●],June 19, 2017 (the "Agreement Date") among LR Acquisition, LLC ("Buyer") and Lily Robotics, Inc., a Delaware corporation, as seller, debtor and debtor-in-possession ("Seller").
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • January 31st, 2018 • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Castex Energy 2005, LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2018, is entered into by [Reorganized Castex Holdco] LLC (the “Member”).
RIGHTS OFFERING SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2018 • New York
THIS SUBSCRIPTION AGREEMENT WITH RESPECT TO ELIGIBLE HOLDERS (THIS “AGREEMENT”) HAS BEEN PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR THE BENEFIT OF ELIGIBLE HOLDERS IN CONNECTION WITH THE RIGHTS OFFERING BY PACIFIC DRILLING S.A. (TOGETHER WITH ANY SUCCESSOR, THE “COMPANY”) PURSUANT TO THE CHAPTER 11 PLAN OF THE COMPANY AND ITS SUBSIDIARIES FILED WITH THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ON JULY 31, 2018, AS SUCH PLAN MAY BE ALTERED, AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF AND THE COMMITMENT AGREEMENT, INCLUDING THE PLAN SUPPLEMENT AND ALL EXHIBITS, SUPPLEMENTS, APPENDICES AND SCHEDULES (THE “PLAN”). ANY REPRODUCTION OR DISTRIBUTION OF THIS AGREEMENT, OR RETRANSMITTAL OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.
Revised Form of 2016 Affiliate Management and Support Services AgreementManagement and Support Services Agreement • January 1st, 2010 • Oregon
(“Agreement”) is entered into as of the day of , 2016 (the “Effective Date”), by and among CAPITOL LAKES, INC., a Wisconsin nonstock corporation (“CL” and “Owner”), and PACIFIC RETIREMENT SERVICES, INC., an Oregon nonprofit corporation (“PRS”).
