Davis Polk & Wardwell Sample Contracts

Investment Agreement Dated as of May 26, 2011 Between First Bancorp and the Investors Named on the Signature Pages Hereto (June 2nd, 2011)
Icon International Holdings Inc – Contract (October 5th, 2006)

HF HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of September 26, 2006 Page ---- 1. DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Certain Matters of Construction 9 1.3 Cross Reference Table 10 2. [RESERVED] 11 3. VOTING AGREEMENT 11 3.1 Election of Directors 12 3.2 Removal of Directors 12 3.3 Successors

Contract (June 20th, 2006)

Page ----- I. DEFINITIONS .................................................. 3 II. TRANSFER OF ASSETS AND LIABILITIES 2.01 Assets to be Sold ............................................ 11 2.02 Purchase Price ............................................... 14 2.03 Estimated Cash Payment ....................................... 16 2.04 Liabilities to be Assumed by Buyer ........................... 17 2.05 Closing; Certain Deliveries .................................. 18 (a) Closing .............................................. 18 (b) Deliveries by Seller ................................. 19 (c) Deliveries by Buyer and New Celite ................... 20 2.06 Preliminary Financial Statements ............................. 21 2.0

AGGREGATE PRINCIPAL AMOUNT OF FIRM NOTES TO INITIAL PURCHASERS BE PURCHASED Banc of America Securities LLC ........................... $100,000,000 Total............................................ $100,000,000 Stock Price Effective Date $ 7.96 $ 9.00 $10.63 $12.50 $15.00 $20.00 $25.00 $30.00 $40.00 $50.00 $60.00 $70.00 $80.00 23-May-06 31.52 24.44 17.38 12.46 8.64 4.98 3.28 2.37 1.34 0.78 0.45 0.24 0.10 1-Jun-07 31.52 23.15 15.83 10.96 7.36 4.06 2.64 1.91 1.09 0.64 0.37 0.19 0.08 1-Jun-08 31.52 22.57 14.11 9.20 5.88 3.07 2.01 1.45 0.85 0.50 0.29 0.15 0.06 1-Jun-09 31.52 21.22 12.72 7.44 3.92 (May 30th, 2006)
Contract (April 11th, 2006)

Exhibit 10.4 ================================================================================ PURCHASE AGREEMENT among PREMIUM FINANCE LLC, MULBERRY FINANCE CO., INC., and DLJMB IV FIRST MERGER LLC, MERRILL LYNCH INTERNATIONAL and FIRST TENNESSEE BANK NATIONAL ASSOCIATION ---------------- Dated as of March 7, 2006 ---------------- ================================================================================ PURCHASE AGREEMENT ($100,000,000 Trust Preferred Securities) THIS PURCHASE AGREEMENT, dated as of March 7, 2006 (this "PURCHASE AGREEMEN

Allergan – Contract (April 4th, 2006)

PAGE ---- ARTICLE 1 DEFINITIONS Section 1.01. Definitions.....................................................6 Section 1.02. Accounting Terms and Determinations............................21 Section 1.03. Types of Borrowings............................................21 ARTICLE 2 THE CREDITS Section 2.01. Commitments to Lend............................................21 Section 2.02. Notice of Committed Borrowings.................................22 Section 2.03. Competitive Bid Borrowings.....................................22 Section 2.04. Notice to Banks; Funding of Loans..............................26 Section 2.05. Notes..........................................................27 S

Allergan – Contract (March 23rd, 2006)

PAGE ---- ARTICLE 1 DEFINITIONS Section 1.01. Definitions .............................................. 1 Section 1.02. Accounting Terms and Determinations ...................... 12 Section 1.03. Types of Borrowings ...................................... 13 ARTICLE 2 THE CREDITS Section 2.01. Commitments to Lend ...................................... 13 Section 2.02. Notice of Borrowings ..................................... 13 Section 2.03. Notice to Lenders; Funding of Loans ...................... 14 Section 2.04. Notes .................................................... 14 Section 2.05. Maturity of Loans ........................................ 15 Section 2.0

McLeodUSA – Contract (November 2nd, 2005)

Exhibit 10.1 ------------ EXECUTION COPY - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- REVOLVING CREDIT AND GUARANTY AGREEMENT - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Among MCLEODUSA INCORPORATED, a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code as Borrower ----------- and THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN, Each a Debtor and a Debtor-in-Possession under Chapter 11 of

Amli Residential Pptys Tr – Contract (October 26th, 2005)

Page ---- ARTICLE I. THE MERGER.................................................... 3 Section 1.1 The Mergers............................................ 3 Section 1.2 Closing................................................ 3 Section 1.3 Effective Times........................................ 3 Section 1.4 Merger Consideration................................... 4 Section 1.5 Partnership Merger Consideration....................... 5 Section 1.6 Organizational Documents............................... 6 Section 1.7 Directors and Officers of the Surviving Entity......... 6 Section 1.8 AMLI Common Share Options.............................. 6 Section 1.9 Termination of ESPP and Restricted Share Plan.......... 7 Section 1.10 Termination of DRIP...

Technology Inc/ny/ Comverse – Contract (October 12th, 2005)

EXHIBIT 10.1 EXECUTION COPY -------------- ================================================================================ SECURITIES PURCHASE AGREEMENT by and among COMVERSE, INC., AS PURCHASER, CSG SOFTWARE, INC., CSG AMERICAS HOLDINGS, INC., CSG NETHERLANDS BV, CSG TECHNOLOGY LIMITED, THE COMPANIES TO BE ACQUIRED and CSG SYSTEMS INTERNATIONAL, INC. and CSG NETHERLANDS CV, ACTING THROUGH ITS GENERAL PARTNER, CSG INTERNATIONAL HOLDINGS, LLC AS SELLERS

Contract (October 6th, 2005)

Exhibit 10.9 VISTEON HOURLY EMPLOYEE CONVERSION AGREEMENT This Agreement relating to certain employment, labor matters and employee benefit plans ( this "AGREEMENT") dated effective as of October 1, 2005 is made and entered into by and among Visteon Corporation, a Delaware corporation ("VISTEON") and Ford Motor Company, a Delaware corporation ("FORD"). Visteon and Ford are referred to herein individually as a "PARTY" and collectively as the "PARTIES". WITNESSETH: WHEREAS, Visteon and Ford have agreed to restructure their business and commercial relationships, resulting in, among other matters, a Ford controlled entity acquiring, through the purchase of Automotive Components Holdings, Inc. f/k/a VFH Holdings, Inc., a Delaware corporation, certain assets and liabilities related to Visteon's North American business, (the "BUSINESS") pursuant to a Visteon "B" Purchase Agreement dated as of September 12, 2005, which assets w

Ford Motor Company – Contract (September 16th, 2005)

PAGE ---- ARTICLE 1 DEFINITIONS Section 1.01. Definitions.............................................. 2 Section 1.02. Other Definitional and Interpretative Provisions......... 4 ARTICLE 2 PURCHASE AND SALE Section 2.01. Purchase and Sale........................................ 5 Section 2.02. Closing.................................................. 6 Section 2.03. Deliveries at Closing.................................... 6 Section 2.04. Estimate of Inventories Purchase Price................... 7 Section 2.05. Post-Closing Calculations................................ 8 Section 2.06. Post-Closing Adjustment of the Inventories Purchase P

Contract (September 16th, 2005)

PAGE ---- ARTICLE 1 DEFINITIONS Section 1.01. Definitions.............................................. 2 Section 1.02. Other Definitional and Interpretative Provisions......... 4 ARTICLE 2 PURCHASE AND SALE Section 2.01. Purchase and Sale........................................ 5 Section 2.02. Closing.................................................. 6 Section 2.03. Deliveries at Closing.................................... 6 Section 2.04. Estimate of Inventories Purchase Price................... 7 Section 2.05. Post-Closing Calculations................................ 8 Section 2.06. Post-Closing Adjustment of the Inventories Purchase P

Contract (August 8th, 2005)

3,471,010 SHARES NUVEEN INVESTMENTS, INC. CLASS A COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT August 4, 2005 August 4, 2005 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: The St. Paul Travelers Companies, Inc., a Minnesota corporation ("ST. PAUL TRAVELERS"), and its wholly-owned subsidiary, United States Fidelity and Guaranty Company, a Minnesota corporation, as the selling stockholders (the "SELLING STOCKHOLDERS"), propose to sell to Morgan Stanley & Co. Incorporated (the "UNDERWRITER") an aggregate of 3,471,010 shares of the Class A common stock, par value $0.01 per share (the "SHARES") of Nuveen Investments, Inc., a Delaware corporation (the "COMPANY"), each Selling Stockholder to sell the amount of Shares set forth opposite such Selling Stockholder's name in Schedule I hereto.

Contract (July 8th, 2005)

Page ---- 1. Definitions.............................................................. 1 2. Shelf Registration....................................................... 4 3. Additional Interest...................................................... 6 4. Registration Procedures.................................................. 8 5. Registration Expenses.................................................... 11 6. Indemnification.......................................................... 11 7. Rules 144 and 144A....................................................... 14 8. No Underwritten Registrations............................................ 15 9. Miscellaneous............................................................ 15

Contract (June 16th, 2005)

EXECUTION COPY June 14, 2005 BY HAND Mr. Lewis B. Kaden [home address redacted] Dear Lew: We are delighted to extend to you an offer to join Citigroup Inc. (the "COMPANY") as Vice Chairman and Chief Administrative Officer of the Company. Your employment will commence no later than September 6, 2005, and will continue until terminated by you, by the Company, or by reason of your death. If you accept, you will be joining a family of companies that serves 200 million customer accounts in nearly 100 countries and is bound together by a steady focus on growth, a workforce committed to excellence, and a workplace based on mutual respect, where every employee can make a difference. In your capacity as Vice Chairman and Chief Administrative Officer of the Company, you will report directly to me, and you will be a member of the Business Heads Committee, the Citigroup Management Committee, and the Citigroup Business Practices Committee. You shall perform such duties as are consistent w

Contract (June 2nd, 2005)

Exhibit 10.1 EXECUTION COPY $600,000,000 CREDIT AGREEMENT dated as of May 27, 2005 among The Estee Lauder Companies Inc., Estee Lauder Inc., The Eligible Subsidiaries Referred to Herein, The Lenders Listed Herein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and Bank of Tokyo-Mitsubishi Trust Company and BNP Paribas, as Documentation Agents ---------------

Tekni Plex Inc – Contract (May 19th, 2005)

Execution Copy SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (the "Agreement") is dated the 13th day of May, 2005 (the "Effective Date") by and between Tekni-Plex, Inc., a Delaware corporation (the "Employer"), having its principal offices at 201 Industrial Parkway, Somerville, NJ 08876, and F. Patrick Smith, an individual (the "Executive"), residing at 8601 Riviera Court, Tour 18, Flower Mound, TX 75022. W I T N E S S E T H: WHEREAS, the Executive has been continuously employed by the Employer since March 18, 1994 and the Executive and the Employer desire that the Executive continue in his role as the Chairman of the Board of Directors and Chief Executive Officer of Employer, upon the terms and conditions herein set forth; WHEREAS, on January 30, 1997 the Employer and Executive entered into an employment agreement which superceded and replaced in its entirety the

5-Year CREDIT AGREEMENT Dated as of March 28, 2005 Among TEXTRON INC., THE BANKS LISTED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent ______________________ J.P. MORGAN SECURITIES INC. (March 31st, 2005)

5-YEAR CREDIT AGREEMENT, dated as of March 28, 2005, among TEXTRON INC., a Delaware corporation (together with its successors, the "Company"), the BANKS signatory hereto (each a "Bank" and collectively the "Banks"), JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Banks (together with its successors in such capacity, the "Administrative Agent") and CITIBANK, N.A., as Syndication Agent for the Banks (together with its successors in such capacity, the "Syndication Agent").

Contract (January 31st, 2005)
Contract (January 4th, 2005)

EXHIBIT 10.1 EXECUTION COPY CINEMARK, INC. FIRST AMENDMENT TO REGISTRATION AGREEMENT AND JOINDER WHEREAS, Cinemark, Inc., a Delaware corporation (the "COMPANY"), Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership ("MDCP"), Lee Roy Mitchell and The Mitchell Special Trust (collectively with Lee Roy Mitchell, the "MITCHELL INVESTORS") are parties to that certain Registration Agreement dated March 12, 2004 (the "REGISTRATION AGREEMENT"); and WHEREAS, pursuant to that certain Securities Purchase Agreement among MDCP, the Company, Quadrangle Capital Partners LP ("CAPITAL PARTNERS"), Quadrangle Select Partners LP ("SELECT PARTNERS") and Quadrangle Capital Partners A LP ("CAPITAL PARTNERS A"; and, together with Capital Partners and Select Partners, the "QUADRANGLE INVESTORS") dated December 30, 2004 (the "QUADRANGLE PURCHASE AGREEMENT")

Contract (December 14th, 2004)

PRINCIPAL AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED - ------------------------------------------------------- -------------------- Merrill Lynch, Pierce, Fenner & Smith $ 219,600,000 Incorporated............................... Morgan Stanley & Co. Incorporated.............................. 219,600,000 Lehman Brothers Inc............................................ 54,900,000 UBS Securities LLC............................................. 54,900,000 Total:................................................ $ 549,000,000

Contract (December 9th, 2004)

$1,300,000,000 CREDIT AGREEMENT dated as of December 7, 2004 among The Clorox Company, The Banks Listed Herein, Citicorp USA, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agents, Citicorp USA, Inc., as Servicing Agent, Wachovia Bank, N.A. and Bank of America, N.A., as Syndication Agents, and The Bank of Tokyo-Mitsubishi, Ltd. Seattle Branch, ING Capital LLC, BNP Paribas and Calyon New York Branch, as Documentation Agents _______________________ Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Accounting Terms and Determinations 13 Section 1.03. Types of Borrowing 13 ARTICLE 2 THE CREDITS Section 2.01. Commitments to Lend 13 Section 2.02. Notice of Committed Borrowing 14 Section 2.03. Competitive Bid Borrowings. 14 Section 2.04. Notice to Banks; Funding of Loans 18 Section 2.05. Notes 19 Section 2.06

Sola International Inc – Contract (December 6th, 2004)

AGREEMENT AND PLAN OF MERGER dated as of December 5, 2004 among SOLA INTERNATIONAL INC., CARL ZEISS TOPCO GMBH and SUN ACQUISITION, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions....................................................5 Section 1.02. Other Definitional and Interpretative Provisions..............11 ARTICLE 2 THE MERGER Section 2.01. The Merger....................................................12 Section 2.02. Consummation...........................

Contract (November 19th, 2004)

$2,100,000,000 CREDIT AGREEMENT dated as of November 15, 2004 among The Clorox Company, The Banks Listed Herein, Citicorp North America, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agents, Citicorp North America, Inc., as Servicing Agent, and Goldman Sachs Credit Partners L.P., as Syndication Agent _______________________ Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Accounting Terms and Determinations 11 Section 1.03. Types of Borrowing 11 ARTICLE 2 THE CREDITS Section 2.01. Commitments to Lend 11 Section 2.02. Notice of Borrowing 12 Section 2.03. [Reserved]. 12 Section 2.04. Notice to Banks; Funding of Loans 12 Section 2.05. Notes 13 Section 2.06. Maturity of Loans 13 Section 2.07. Interest Rates 13 Section 2.08. Method of Electing Interest Rates 15 Section 2.09. Fees 16 Section 2.10. Optional

Contract (November 4th, 2004)

October 29, 2004 BorgWarner Inc. Senior Bridge Term Credit Facility Commitment Letter BorgWarner Inc. 200 South Michigan Chicago, Illinois 60604 Attention: Jeffrey Obermayer Vice President and Treasurer Ladies and Gentlemen: You (the "Company") have requested that Morgan Stanley Senior Funding, Inc. ("MSSF") agree to structure, arrange and syndicate a 364-day bridge term facility in an aggregate amount of E700,000,000 (the "Facility") for the Company and a certain wholly-owned subsidiary of the Company (together with the Company, the "Borrowers"), that MSSF commit to provide the Facility, and that MSSF agree to serve as syndication agent for the Facility. You have advised MSSF that the Borrowers will acquire approximately 63% of the outstanding capital shares of a company known to you and MSSF as Ignite (the "Target") pursuant t

Contract (November 1st, 2004)

Initial Purchasers Principal Amount - ------------------ ---------------- J.P. Morgan Securities Inc. $150,000,000 UBS Securities LLC 150,000,000 A.G. Edwards & Sons, Inc. 18,750,000 Credit Suisse First Boston LLC 18,750,000 KeyBanc Capital Markets 18,750,000 Lehman Brothers Inc. 18,750,000 ------------ Total $375,000,000

Itc^Deltacom – Contract (October 21st, 2003)

Page ---- ARTICLE I DEFINITIONS............................................................................1 SECTION 1.1. Definitions...................................................................1 ARTICLE II RESTRICTIONS ON PURCHASES OF VOTING SECURITIES........................................9 SECTION 2.1. Restrictions on Transfers.....................................................9 SECTION 2.2. Restrictions on Transfer to Competitors......................................10 SECTION 2.3. Other Transfer Restrictions..................................................10 SECTION 2.4. Other Stockholder Tag-Along..................................................11 SECTION 2.5. Effect of Transfers..........................................................12 SEC

Contract (October 1st, 2003)

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT dated as of June 30, 2003 among COMCAST QVC, INC., COMCAST CORPORATION, LIBERTY MEDIA CORPORATION, and QVC, INC.

FIVE-YEAR CREDIT AGREEMENT Dated as of July 28, 2003 Among Textron Financial Corporation the Banks Listed Herein and JPMorgan Chase Bank, as Administrative Agent Bank of America, N.A. Bank One, NA Citibank, N.A. Deutsche Bank AG New York Branch, Syndication Agents (August 26th, 2003)

AGREEMENT dated as of July 28, 2003 among TEXTRON FINANCIAL CORPORATION, the BANKS listed on the signature pages hereof and JPMORGAN CHASE BANK, as Administrative Agent.

Contract (August 13th, 2003)

EXHIBIT 10 DST SYSTEMS, INC. 4.125% Series A Convertible Senior Debentures due 2023 3.625% Series B Convertible Senior Debentures due 2023 Purchase Agreement August 6, 2003 Citigroup Global Markets Inc. Banc of America Securities LLC As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: DST Systems, Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers"), for whom you (the "Representatives") are acting as representatives, $450,000,000 aggregate original principal amount of its 4.125% Series A Convertible Senior Debentures due 2023 (the "Series A Securities") and

Loral Space And Communications – Contract (July 2nd, 2003)

EXECUTION COPY SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT dated as of June 27, 2003 (this "AMENDMENT") to the Amended and Restated Credit Agreement dated as of December 21, 2001 (as amended by the First Amendment dated as of March 31, 2003 (the "FIRST AMENDMENT"), the "CREDIT AGREEMENT") among LORAL SPACECOM CORPORATION, a Delaware corporation (the "BORROWER"), the banks and other financial institutions party thereto (the "BANKS") and BANK OF AMERICA, N.A., as administrative agent for the Banks (the "ADMINISTRATIVE AGENT") and as Issuing Bank. W I T N E S S E T H : WHEREAS, Space Systems/Loral, Inc., a Delaware corporation and a wholly-owned subsidiary of the Borrower ("SS/L"), and INTELSAT LLC ("INTELSAT") are parties to a Contract No. Intel-1700 dated as of March 18, 1997 (as amended, the "EXISTING INTELSAT 1700 CONTRACT") and a Contract No. Intel-6

Adelphia Commun -Cl A – Contract (March 5th, 2003)

Exhibit 10.12 ------------- Execution Copy INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is made and entered into this 16th day of October, 2002 between Adelphia Communications Corporation, a Delaware corporation (the "Company"), and Anthony Kronman ("Indemnitee"), a director of the Company. WHEREAS, the Indemnitee has been nominated to serve on the Company's board of directors (the "Board") and agrees, on the condition that he be so indemnified, to serve as a director of the Company and in such capacity will render services to the Company; WHEREAS, the Company is aware that because of the increased exposure to litigation subjecting directors to expensive litigation risks, talented and experienced persons are increasingly reluctant to serve or continue to serve as directors and

Applied Extrusion Tech – Contract (January 27th, 2003)

Page ---- ARTICLE 1 Definitions and Accounting Matters Section 1.01. Certain Defined Terms ................................................... 1 Section 1.02. Accounting Terms and Determinations ..................................... 24 Section 1.03. Types of Loans .......................................................... 25 ARTICLE 2 The Credits Section 2.01. Loans and Letters of Credit ............................................. 25 Section 2.02. Funding of Loans ........................................................ 26 Section 2.03. Principal Repayment of Loans ............................................ 27 Section 2.04. Mandatory Prepayments and Cover ......................................... 28 Section 2.05. Interest ....................................

$325,000,000 Credit Agreement (November 29th, 2002)