Cravath, Swaine & Moore Sample Contracts

Barnes & Noble – March 7, 2013 (March 8th, 2013)
Registration Rights Agreement (December 28th, 2012)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December 24, 2012, by and among CC Holdings GS V LLC, a Delaware limited liability company (the "Company"), Crown Castle GS III Corp., a Delaware corporation (together with the Company, the "Issuers"), the parties listed on Schedule III to the Purchase Agreement (as defined herein) as guarantors (each a "Guarantor" and collectively, the "Guarantors") and the representatives listed on Schedule IV to the Purchase Agreement (each a "Representative" and, collectively, the "Representatives") and the other several Purchasers named in Schedule II to the Purchase Agreement (the "Purchasers"), each of whom has agreed to purchase pursuant to the Purchase Agreement the Issuers' 2.381% Senior Secured Notes due 2017 (the "2017 Notes") and the Issuers' 3.849% Senior Secured Notes due 2023 (the "2023 Notes" and, together with the 2017 Notes, the "Initial Notes"), in each case fully and unconditionally guaranteed by

Contract (December 17th, 2012)

INCREMENTAL FACILITY AMENDMENT dated as of December 13, 2012 (this "Amendment"), to the CREDIT AGREEMENT dated as of January 31, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"), CROWN CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"), the LENDERS and ISSUING BANKS party thereto, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent (the "Administrative Agent"), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation Agent.

Flagstone Reinsurance Holdings Limited – Guy Swayne C/O Flagstone Reinsurance Holdings, S.A. 65, Avenue De La Gare L-1611 Luxembourg (November 27th, 2012)

Effective on the date (such date, the "Separation Date") of the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 30, 2012, by and among Flagstone Reinsurance Holdings, S.A., Flagstone Reinsurance Holdings (Bermuda) Limited, Validus Holdings, Ltd. and Validus UPS, Ltd. (the "Merger Agreement"), we mutually agree that you shall cease to be Executive Vice President of Flagstone Reassurance Suisse SA (Bermuda Branch) (together with any and all subsidiaries and affiliates and each individually, as applicable, the "Company"). Your employment (including any directorships) with the Company shall terminate effective as of 12:01 a.m. on the Separation Date.

Contract (November 16th, 2012)

AMENDMENT NO. 2 dated as of November 13, 2012 (this "Amendment"), to the CREDIT AGREEMENT dated as of January 31, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"), CROWN CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"), the LENDERS and ISSUING BANKS party thereto, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent (the "Administrative Agent"), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Documentation Agent. Defined terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Registration Rights Agreement (October 16th, 2012)

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 15, 2012, by and among Crown Castle International Corp., a Delaware corporation (the "Company") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Morgan Stanley & Co. LLC ("Morgan Stanley" and, together with Merrill Lynch, the "Representatives") and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (the "Initial Purchasers"), each of whom has agreed to purchase the Company's 5.25% Senior Notes due 2023 (the "Initial Securities") pursuant to the Purchase Agreement.

[Form Of] Management Agreement (October 2nd, 2012)
Barnes & Noble – RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan (September 12th, 2012)

THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement"), effective as of the grant date ("Grant Date") set forth in the attached Restricted Stock Award Certificate (the "Certificate"), represents the grant of such number of Shares of Restricted Stock set forth in the Certificate by Barnes & Noble, Inc. (the "Company"), to the person named in the Certificate (the "Participant"), subject to the terms and conditions set forth below and the provisions of the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan adopted by the Company's Board of Directors on July 16, 2012 and approved by the Company's stockholders on September 11, 2012 (the "Plan").

Barclays (August 27th, 2012)

The Hertz Corporation (the "Company" or "you") has informed Barclays Bank PLC ("Barclays"), Deutsche Bank AG Cayman Islands Branch ("DBCI"), Deutsche Bank Securities Inc. ("DBSI"), Bank of America, N.A. ("Bank of America") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S" and, together with Barclays, DBCI, DBSI and Bank of America, the "Banks," "we" or "us") that you intend, directly or through your indirect parent, Hertz Global Holdings, Inc. ("Holding"), to acquire the entity previously identified to us by you as "Dakota" ("Dakota"), and its subsidiaries pursuant to the Acquisition Agreement (as defined in Annex I hereto) (the "Acquisition") and consummate the other transactions described in Annex I hereto. You have further informed us that, in connection with financing the Acquisition , you wish to obtain commitments to provide you with funds in the amount of up to $1,950.0 million from the proceeds of one or several senior unsecured loans (the "Loans" or "Financing

Barclays (August 27th, 2012)

The Hertz Corporation (the "Company" or "you") has informed Barclays Bank PLC ("Barclays"), Deutsche Bank AG Cayman Islands Branch ("DBCI"), Deutsche Bank Securities Inc. ("DBSI"), Bank of America, N.A. ("Bank of America") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S" and, together with Barclays, DBCI, DBSI and Bank of America, the "Banks," "we" or "us") that you intend, directly or through your indirect parent, Hertz Global Holdings, Inc. ("Holding"), to acquire the entity previously identified to us by you as "Dakota" ("Dakota"), and its subsidiaries pursuant to the Acquisition Agreement (as defined in Annex I hereto) (the "Acquisition") and consummate the other transactions described in Annex I hereto. You have further informed us that, in connection with financing the Acquisition , you wish to obtain commitments to provide you with funds in the amount of up to $1,950.0 million from the proceeds of one or several senior unsecured loans (the "Loans" or "Financing

To: Goldman, Sachs & Co. (The "Seller") (June 12th, 2012)

In consideration of the Seller entering into the Cover Letter for Accelerated Share Repurchase dated as of June 12, 2012 (together with the Schedule of Standard Terms and Conditions attached thereto as Annex I, the "Agreement") with Janssen Pharmaceutical, a company organized under the laws of Ireland and acting on its own behalf and not as an agent of any other entity (the "Company"), and in place of Seller conducting full financial diligence on the Company that would require significant lead time, Johnson & Johnson ("the undersigned"), for itself, its successors and its permitted assigns, hereby makes the following guaranty for the benefit of the Seller and its successors and permitted assigns:

Delphi Financial Group, Inc. – Stipulation and Agreement of Compromise and Settlement (May 15th, 2012)

This Stipulation and Agreement of Compromise and Settlement (the "Settlement Agreement" or the "Stipulation"), dated May 14, 2012, entered into among (i) plaintiffs Pontiac General Employees Retirement System ("Pontiac"), KBC Asset Management N.V. ("KBC"), Cleveland Bakers and Teamsters Health & Welfare Fund ("Cleveland Bakers"), and Oklahoma Firefighters Pension and Retirement System ("Oklahoma Firefighters," and, together with Pontiac, KBC and Cleveland Bakers, "Plaintiffs"), on behalf of themselves and the Settlement Class, as defined herein; and (ii) defendants Delphi Financial Group, Inc. ("Delphi"), Robert Rosenkranz ("Rosenkranz"), Kevin R. Brine ("Brine"), Edward A. Fox ("Fox"), Steven A. Hirsh ("Hirsh"), James M. Litvack ("Litvack"), James N. Meehan ("Meehan"), Philip R. O'Connor ("O'Connor"), Robert F. Wright ("Wright"), Donald A. Sherman ("Sherman"), Stephan A. Kiratsous ("Kiratsous"), Chad W. Coulter ("Coulter") (collectively, the "Delphi Defendants"), Tokio Marine Holdings

Barnes & Noble – Commercial Agreement (April 30th, 2012)
Delphi Financial Group, Inc. – Assignment and Assumption Agreement (December 21st, 2011)

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is entered into as of December 21, 2011, by and among Rosenkranz Asset Managers, LLC, a limited liability company duly organized under the laws of the State of Delaware (the "Assignor"), Acorn Advisory Capital L.P., a limited partnership duly organized under the laws of the State of Delaware (the "Assignee"), and Reliance Standard Life Insurance Company, an Illinois corporation ("RSLIC"). Capitalized terms used by not defined herein have the meanings ascribed to them in the Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), among Delphi Financial Group, Inc., a Delaware corporation (the "Company"), Tokio Marine Holdings, Inc., a Japanese corporation ("Parent"), and TM Investment (Delaware) Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub").

CREDIT AGREEMENT Dated as of August 23, 2011 Among ASHLAND INC., as the Borrower, THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, and PNC BANK, NATIONAL ASSOCIATION as Co- Documentation Agents, and the Other Lenders Party Hereto CITIGROUP GLOBAL MARKETS INC., THE BANK OF NOVA SCOTIA, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Managers (August 29th, 2011)

This CREDIT AGREEMENT ("Agreement") is entered into as of August 23, 2011, among ASHLAND INC., a Kentucky corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Barnes & Noble – INVESTMENT AGREEMENT Dated as of August 18, 2011, Between BARNES & NOBLE, INC. And LIBERTY GIC, INC. (August 18th, 2011)

INVESTMENT AGREEMENT dated as of August 18, 2011 (this "Agreement"), between Barnes & Noble, Inc., a Delaware corporation (the "Company"), and the investor identified on the signature page hereto (the "Investor").

White Mountains Insurance Group, Ltd. – CREDIT AGREEMENT Dated as of August 12, 2011 Among WHITE MOUNTAINS INSURANCE GROUP, LTD., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender, and THE OTHER LENDERS PARTY HERETO BARCLAYS CAPITAL, as Syndication Agent and HSBC BANK USA, N.A., NORDEA BANK FINLAND PLC, NEW YORK BRANCH, and U.S. BANK NATIONAL ASSOCIATION, as Co- Documentation Agents and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and BARCLAYS CAPITAL as Joint Lead Arrangers and Joint Book Runners (August 17th, 2011)
Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 the Bank of Nova Scotia One Liberty Plaza New York, New York 10006 Merrill Lynch, Pierce, Fenner & Smith Incorporated Bank of America, N.A. One Bryant Park New York, New York 10036 214 North Tryon Street Charlotte, North Carolina 28255 U.S. Bank National Association 425 Walnut Street Cincinnati, Ohio 45202 (May 31st, 2011)
Barnes & Noble – RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the 2009 Incentive Plan of Barnes & Noble, Inc. (May 25th, 2011)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT ("Agreement"), effective as of the grant date ("Grant Date") set forth in the attached Restricted Stock Unit Award Certificate (the "Certificate"), represents the grant of such number of restricted stock units ("RSUs") set forth in the Certificate by Barnes & Noble, Inc. (the "Company"), to the person named in the Certificate (the "Participant"), subject to the terms and conditions set forth below and the provisions of the Barnes & Noble, Inc. 2009 Incentive Plan adopted by the Company's Board of Directors on April 14, 2009 and approved by the Company's stockholders on June 2, 2009 (the "Plan").

First Amendment to Agreement Relating to Retention and Noncompetition and Other Covenants (April 4th, 2011)

First Amendment (the "First Amendment"), dated as of April 1, 2011 (the "Effective Date"), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC ("Lazard"), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the "Firm"), and Matthieu Bucaille (formerly known as the "Working Partner" and from and after the date hereof as the "Executive"), dated as of October 4, 2004 (the "Agreement"); and

First Amendment to Agreement Relating to Retention and Noncompetition and Other Covenants (April 4th, 2011)

First Amendment (the "First Amendment"), dated as of April 1, 2011 (the "Effective Date"), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC ("Lazard"), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the "Firm"), and Matthieu Bucaille (formerly known as the "Working Partner" and from and after the date hereof as the "Executive"), dated as of October 4, 2004 (the "Agreement"); and

Booz Allen Hamilton Holding Corp. – Contract (February 4th, 2011)

LOAN AGREEMENT, WAIVER AND AMENDMENT NO. 2, dated as of February 3, 2011 (this Agreement), to the Existing Credit Agreement referred to below among BAH Borrower Corporation, a Delaware corporation (the BAH Borrower), Holdings (as defined below), the Borrower (as defined below), the Administrative Agent (as defined below), the Collateral Agent (as defined below), the Issuing Lender (as defined below), the Swingline Lender (as defined below), the other Loan Parties and the Lenders party hereto.

Universal Health Services – CREDIT AGREEMENT Among UNIVERSAL HEALTH SERVICES, INC., as Borrower, the Several Lenders From Time to Time Parties Hereto, SUNTRUST BANK, THE ROYAL BANK OF SCOTLAND PLC, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Documentation Agents, (November 17th, 2010)

CREDIT AGREEMENT (this "Agreement"), dated as of November 15, 2010, among UNIVERSAL HEALTH SERVICES, INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), SUNTRUST BANK, THE ROYAL BANK OF SCOTLAND PLC, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as co-documentation agents (in such capacity, the "Co-Documentation Agents"), BANK OF AMERICA N.A. and DEUTSCHE BANK SECURI TIES INC., as co-syndication agents (in such capacity, the "Co-Syndication Agents"), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Millipore Corp. – First Supplemental Indenture (July 15th, 2010)

THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is dated as of July 14, 2010 among Millipore Corporation, a Massachusetts corporation (the "Company"), Concord Investments Corp. ("Concord"), a Massachusetts corporation and subsidiary of Merck KGaA ("Merck"), Wilmington Trust Company, as trustee (the "Trustee"), and Citibank, N.A. as securities agent (the "Securities Agent").

Amendment No. 2 to Credit Agreement and Other Loan Documents (June 30th, 2010)

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of June 29, 2010 (this "Agreement"), among JONES APPAREL GROUP, INC. (the "Company"), JONES APPAREL GROUP HOLDINGS, INC., JONES APPAREL GROUP USA, INC., JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION, JONES INVESTMENT CO. INC., JONES JEANSWEAR GROUP, INC., NINE WEST DEVELOPMENT CORPORATION and JONES JEWELRY GROUP, INC., as the U.S. Borrowers (such capitalized term and all other capitalized terms used but not defined herein shall have the meanings provided for in Section 1.2), JONES APPAREL GROUP CANADA, LP, as the Canadian Borrower (together with t he U.S. Borrowers, the "Borrowers"), the various Subsidiaries of the Company parties hereto, the Lenders parties hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as administrative agent for the Canadian Lenders (in such capacity, the "Canadian Adminis

Biovail Corporation Employment Agreement J. Michael Pearson (June 23rd, 2010)
; June 14, 2010 Dear Mr. Ward: (June 15th, 2010)

This letter agreement ("Letter Agreement") shall confirm the terms of your separation from employment with Lazard Freres & Co. LLC and its parent entities, subsidiaries and affiliates ("Lazard").

; June 14, 2010 Dear Mr. Ward: (June 15th, 2010)

This letter agreement ("Letter Agreement") shall confirm the terms of your separation from employment with Lazard Freres & Co. LLC and its parent entities, subsidiaries and affiliates ("Lazard").

Symetra Financial CORP – Separation and Consulting Agreement (June 11th, 2010)

This Separation and Consulting Agreement ("Agreement") is entered into by and between Randall H. Talbot ("you") and Symetra Financial Corporation (the "Company") and arises out of your resignation of your position as an executive, officer and director of the Company on June 7, 2010 (your "Officer Termination Date"), your resignation of your employment with the Company on June 30, 2010 (your "Employment Termination Date") and your subsequent service as a consultant to the Company. In consideration of the promises contained in this document, the parties agree as follows:

Flagstone Reinsurance Holdings Limited – Amended and Restated Flagstone Reinsurance Holdings, S.A. Employee Restricted Share Unit Plan (May 19th, 2010)
Barnes & Noble – May 12, 2010 (May 13th, 2010)
First Amendment to Agreement Relating to Retention and Noncompetition and Other Covenants (March 23rd, 2010)

First Amendment (the "First Amendment"), dated as of March 23, 2010 (the "Effective Date"), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC ("Lazard"), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the "Firm"), and Alexander F. Stern (the "Executive"), dated as of October 4, 2004 (the "Agreement"); and

Lazard Ltd (March 22nd, 2010)

Reference is made to (a) the Amended and Restated Stockholders' Agreement (as amended from time to time, the "Stockholders' Agreement"), dated as of November 6, 2006, by and among LAZ-MD Holdings LLC, a Delaware limited liability company, Lazard Ltd, a company incorporated under the laws of Bermuda ("Lazard Ltd"), and the persons listed on the signature pages thereto, and (b) the Letter Agreement (the "Letter Agreement"), dated as of May 20, 2005, by and among the Trustees of The Cranberry Dune 1998 Long-Term Trust (the "Trust") and Lazard Group LLC ("Lazard Group" and, together with Lazard Ltd, "Lazard"). Each capitalized term used and not defined herein shall have the meaning ascribed to such term in the Stockholders' Agreement or the Letter Agreement, as applicable.

Lazard Ltd (March 22nd, 2010)

Reference is made to (a) the Amended and Restated Stockholders' Agreement (as amended from time to time, the "Stockholders' Agreement"), dated as of November 6, 2006, by and among LAZ-MD Holdings LLC, a Delaware limited liability company, Lazard Ltd, a company incorporated under the laws of Bermuda ("Lazard Ltd"), and the persons listed on the signature pages thereto, and (b) the Letter Agreement (the "Letter Agreement"), dated as of May 20, 2005, by and among the Trustees of The Cranberry Dune 1998 Long-Term Trust (the "Trust") and Lazard Group LLC ("Lazard Group" and, together with Lazard Ltd, "Lazard"). Each capitalized term used and not defined herein shall have the meaning ascribed to such term in the Stockholders' Agreement or the Letter Agreement, as applicable.

Barnes & Noble – March 17, 2010 (March 19th, 2010)