Davis Wright Tremaine Sample Contracts

CREDIT AGREEMENT Among WILLIAM LYON HOMES, INC., as Borrower, WILLIAM LYON HOMES, as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 21, 2018 JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., CREDIT SUISSE SECURITIES (USA) LLC, And (May 25th, 2018)

CREDIT AGREEMENT (this Agreement) dated as of May 21, 2018, among WILLIAM LYON HOMES, INC., a California corporation (the Borrower), WILLIAM LYON HOMES, a Delaware corporation (Parent), the lenders from time to time party hereto (the Lenders) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as hereinafter defined).

AMENDED AND RESTATED CREDIT AGREEMENT Dated as Of (May 24th, 2018)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the Agreement) is dated as of May 24, 2018 and is made by and among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (the Borrower), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the Administrative Agent).

JELD-WEN Holding, Inc. – Section 1. Term B-4 Loans. (A) Subject to the Terms and Conditions Set Forth Herein, Each of the Replacement Term B-4 Lenders Hereby (I) Commits to Provide Term B-4 Loans to the Borrower in the Amount of Its Term B-4 Commitment, and (Ii) Agrees to Fund Term B-4 Loans to the Borrower in the Amount of Its Term B-4 Commitment, After Which Such Commitment Shall Terminate Immediately and Without Further Action. The Aggregate Amount of the Term B-4 Commitments on the Amendment No. 4 Effective Date Is $440,000,000. (B) the Amendments Set Forth in This Section 1 Constitute a Refinancing Amendment With (December 15th, 2017)

AMENDED TERM LOAN CREDIT AGREEMENT (this Agreement), dated as of March 7, 2017,December 14, 2017 among JELD-WEN Holding, Inc., a Delaware corporation (Holdings), JELD-WEN, Inc., a Delaware corporation (the Company Borrower or the Borrower), the Company Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the Lenders), and Bank of America, N.A., as Administrative Agent.

Asset Purchase Agreement (November 6th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of August 11, 2017 (the "Effective Date"), is entered into by and among RED LION HOTELS CORPORATION, a Washington corporation ("Parent"), TICKETSWEST.COM, INC., a Washington corporation ("Seller"), and PACIOLAN, LLC, a Delaware limited liability company ("Buyer"). Buyer, Parent and Seller are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

MVC Capital – Agreement and Plan of Merger (June 1st, 2017)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 30, 2017 (the "Agreement Date"), is made and entered into by and among Verengo, Inc., a Delaware corporation ("Buyer"); Mace Merger Sub, Inc., a Delaware corporation ("Merger Sub"); U.S. Gas & Electric, Inc., a Delaware corporation (the "Company"); MVC Capital, Inc., a Delaware corporation, in its capacity as a Seller ("MVC") and as the representative of the Company Holders (the "Holder Representative"); James B. Wiser, solely in his capacity as representative of the Company Holders other than the Sellers with respect to the matters described in Section 12.2 (the "Legacy Holder Representative"); and solely for the limited purposes in this Agreement in which their names are referenced, Crius Energy Trust, an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario ("Crius Energy Trust") and Crius Solar Fulfillment, LLC a Delaware limited liability company ("CSF"). In this A

Contract (May 12th, 2017)
Contract (May 12th, 2017)
Equus Total Return – Stock Purchase Agreement and Plan of Merger (April 24th, 2017)

This STOCK PURCHASE AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 24, 2017 (the "Effective Date"), is made and entered into by and among Equus Total Return, Inc., a Delaware corporation ("Buyer"); ETR Merger Sub, Inc., a Delaware corporation ("Merger Sub"); U.S. Gas & Electric, Inc., a Delaware corporation (the "Company"); MVC Capital, Inc., a Delaware corporation ("MVC"), in its capacity as a Seller and as Sellers' Representative as set forth in Article 11 ("Sellers' Representative"); and each other Person set forth on the signature page hereto under the heading "Sellers" (collectively with MVC, the "Sellers"). In this Agreement, Buyer, Merger Sub, the Company, and the Sellers are sometimes referred to individually as a "Party" and collectively as the "Parties."

AGREEMENT AND PLAN OF MERGER by and Between WASHINGTON FEDERAL, INC. And ANCHOR BANCORP Dated as of April 11, 2017 (April 13th, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2017 (this "Agreement"), by and between Washington Federal, Inc., a Washington corporation ("Washington Federal"), and Anchor Bancorp, a Washington corporation ("Anchor", and together with Washington Federal, the "Parties").

Anchor Bancorp – Agreement and Plan of Merger (April 13th, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2017 (this "Agreement"), by and between Washington Federal, Inc., a Washington corporation ("Washington Federal"), and Anchor Bancorp, a Washington corporation ("Anchor", and together with Washington Federal, the "Parties").

Amendment No. 1 to Credit Agreement (March 28th, 2017)

This AMENDED AND RESTATED ABL CREDIT AGREEMENT is entered into as of July 31, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement) among the following: (i) BUILDERS FIRSTSOURCE, INC., a Delaware corporation (the Borrower); (iii) the LENDERS from time to time party hereto (each a Lender and collectively, the Lenders); (iv) SUNTRUST BANK, as the administrative agent (the Administrative Agent) and as the Collateral Agent (as hereinafter defined), (iv) SUNTRUST BANK as the Swing Line Lender (as hereinafter defined), (v) SUNTRUST BANK, as an LC Issuer (as hereinafter defined); (vi) CITIGROUP GLOBAL MARKETS, INC. and DEUTSCHE BANK AG NEW YORK BRANCH, as syndication agent (the Co-Syndication Agents); (vii) BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION (the Co-Documentation Agents); and (viii) SUNTRUST ROBINSON HUMPHREY, INC., CITIGROUP GLOBAL MARKETS, INC., CREDIT SUISSE A

Second Amendment to Credit Agreement (March 1st, 2017)

WHEREAS, the Borrower is party to that certain Amended and Restated Credit Agreement dated as of August 22, 2016, by and among the Borrower, each lender from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the Second Amendment Effective Date, the "Existing Credit Agreement");

Homestreet Inc. – HOMESTREET, INC. Common Stock (No Par Value Per Share) at Market Issuance Agreement (December 6th, 2016)
JELD-WEN Holding, Inc. – AMENDMENT NO. 2, Dated as of November 1, 2016 (This Amendment), Among JELD-WEN Holding, Inc., a Delaware Corporation (Holdings), JELD-WEN, Inc., a Delaware Corporation (The Company Borrower), Onex BP Finance LP, a Delaware Limited Partnership (The Tower Borrower And, Together With the Company Borrower, Each a Borrower And, Collectively, the Borrowers), the Company Subsidiary Guarantors (This and Each Other Capitalized Term Used Herein Without Definition Having the Meaning Assigned to Such Term in Section 1.1 of the Credit Agreement Described Below), Bank of America, N.A., as Administrative Age (November 17th, 2016)

AMENDED TERM LOAN CREDIT AGREEMENT (this Agreement), dated as of JulyNovember 1, 20156, among JELD-WEN Holding, incInc., an Oregona Delaware corporation (Holdings), JELD-WEN, incInc., an Oregona Delaware corporation (the Company Borrower), Onex BP Finance LP, a Delaware limited partnership (the Tower Borrower and, together with the Company Borrower, each a Borrower and, collectively, the Borrowers or the Borrower ), the Company Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the Tower LLC, the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the Lenders), and Bank of America, N.A., as Administrative Agent.

Stonemor Partners L.P. – CREDIT AGREEMENT Dated as of August 4, 2016 Among STONEMOR OPERATING LLC, the Other Borrowers Party Hereto, the Lenders Party Hereto, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, and TD BANK, N.A. And RAYMOND JAMES BANK, N.A., as Co- Documentation Agents CAPITAL ONE, NATIONAL ASSOCIATION, and CITIZENS BANK OF PENNSYLVANIA, as Joint Lead Arrangers and Joint Bookrunners (November 9th, 2016)

CREDIT AGREEMENT (this Agreement) dated as of August 4, 2016 among STONEMOR OPERATING LLC, a Delaware limited liability company, the other BORROWERS party hereto, the LENDERS from time to time party hereto, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender, CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, and TD BANK, N.A. and RAYMOND JAMES BANK, N.A., as Co-Documentation Agents.

First Amendment to Credit Agreement (August 23rd, 2016)

WHEREAS, the Borrower is party to that certain Credit Agreement dated as of July 31, 2015, by and among the Borrower, each lender from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the First Amendment Effective Date, the Existing Credit Agreement);

TERM LOAN AGREEMENT Dated as of August 10, 2016 Among AVISTA CORPORATION, as Borrower, THE LENDERS PARTY HERETO and MUFG UNION BANK, N.A., as Administrative Agent MUFG UNION BANK, N.A. Lead Arranger and Book Manager (August 16th, 2016)

TERM LOAN AGREEMENT, dated as of August 10, 2016, among AVISTA CORPORATION, a Washington corporation, the Lenders listed in Schedule 2.01 and MUFG UNION BANK, N.A., as Administrative Agent.

Fifth Supplemental Indenture of Trust (August 12th, 2016)

THIS FIFTH SUPPLEMENTAL INDENTURE OF TRUST, dated as of June 30, 2016, is between CHUGACH ELECTRIC ASSOCIATION, INC., an Alaska electric cooperative, as Trustor (hereinafter called the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as Trustee (hereinafter called the "Trustee").

Office Lease (June 2nd, 2016)
JELD-WEN Holding, Inc. – Contract (June 1st, 2016)
Homestreet Inc. – 6.50% Senior Notes Due 2026 (May 20th, 2016)

HomeStreet, Inc., a Washington corporation (the "Company"), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the "Initial Purchasers"), for whom you are acting as representative (the "Representative"), $65,000,000 principal amount of its 6.50% Senior Notes due 2026 (the "Securities"). The Securities will be issued pursuant to an Indenture to be dated as of May 20, 2016 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"). As used herein, the term "Initial Purchasers" shall mean either the singular or the plural as the context requires. All Annexes attached hereto are an integral part hereof.

Homestreet Inc. – Registration Rights Agreement (May 20th, 2016)

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 20, 2016, by and between HomeStreet, Inc., a Washington corporation (the "Company") and Sandler O'Neill & Partners, L.P. (the "Initial Purchaser"), which has agreed to purchase the Company's 6.50% Senior Notes due 2026 (the "Initial Notes") on the Closing Date (as defined below), pursuant to the Purchase Agreement (as defined below).

Quantum Fuel Systems Technologies – Asset Purchase Agreement (April 25th, 2016)
Quantum Fuel Systems Technologies – SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Between (March 23rd, 2016)
SEVEN HILLS WINERY, LLC as Seller - And - DOUBLE CANYON VINEYARDS, LLC as Purchaser (March 15th, 2016)

NOW THEREFORE in consideration of the mutual premises and of the covenants, agreements, representations and warranties set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:

Agreement for Settlement of Claims Including Releases and Purchase and Sale of Beneficial Interests (March 4th, 2016)

THIS AGREEMENT FOR SETTLEMENT OF CLAIMS INCLUDING RELEASES AND PURCHASE AND SALE OF BENEFICIAL INTERESTS ("Agreement"), dated as of this 29th day of February, 2016 ("Effective Date"), by and among ALTERNA SPRINGERVILLE LLC, a Delaware limited liability company ("Alterna"), LDVF1 TEP LLC, a Delaware limited liability company ("LDVF1" and together with Alterna, "Sellers"), WILMINGTON TRUST COMPANY, a Delaware trust company ("Wilmington"), and WILLIAM J. WADE, an individual ("Wade"), not in their individual capacities but solely as Owner Trustee and Cotrustee (except as expressly provided herein), respectively (together, "Owner Trustees") under and pursuant to certain Trust Agreements, each dated as of December 15, 1986, as amended, for the benefit of Sellers as Owner Participants ("Trust Agreements"), TUCSON ELECTRIC POWER COMPANY, an Arizona corporation ("Purchaser"), and UNS ENERGY CORPORATION, an Arizona corporation ("Indemnitor"). Alterna, LDVF1, Owner Trustees, Purchaser, and Inde

Acadia Healthcare Company, Inc. 6.500% Senior Notes Due 2024 PURCHASE AGREEMENT (February 5th, 2016)
Office Lease (October 1st, 2015)
Fuel Systems Solutions – Voting Agreement (September 2nd, 2015)

This VOTING AGREEMENT (this Agreement), dated as of September 1, 2015, is entered into by and among Westport Innovations Inc., an Alberta, Canada corporation (Parent), Fuel Systems Solutions, Inc., a Delaware corporation (the Company), and each of K&M Douglas Trust, James Douglas And Jean Douglas Irrevocable Descendants Trust, Douglas Family Trust and James E. Douglas, III (each, a Stockholder, and collectively, the Stockholders).

Amended and Restated Escrow Agreement (August 7th, 2015)

This AMENDED AND RESTATED ESCROW AGREEMENT (this "Agreement") dated as of this 6th day of August, 2015 (the "Effective Date"), is between Willamette Valley Vineyards, Inc. (the "Company") and OTR, Inc., (the "Escrow Agent").

Asset Purchase Agreement (August 5th, 2015)
Equity Pledge Agreement (July 31st, 2015)

THIS EQUITY PLEDGE AGREEMENT, dated as of May 13, 2015 (as amended, restated, extended, supplemented or otherwise modified, renewed or replaced in writing from time to time, the "Pledge Agreement"), is entered into by and between WWE Studios Finance Holding Corp., a Delaware corporation ("Holdings"), WWE Studios Finance Corp., a Delaware corporation (the "Borrower"), and each Additional Pledgor that may become a party hereto after the date hereof in accordance with Section 25 hereof (each of Holdings, the Borrower and any such Additional Pledgor, being a "Pledgor" and, collectively, the "Pledgors"), and Bank of America, N.A., as Administrative Agent (the "Administrative Agent") for the Secured Parties under the Credit Agreement defined below.

CREDIT, SECURITY AND GUARANTY AGREEMENT Dated as of May 13, 2015 Among WWE STUDIOS FINANCE CORP., as the Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED as Bookrunner and Arranger (July 31st, 2015)

This CREDIT, SECURITY AND GUARANTY AGREEMENT ("Agreement") is entered into as of May 13, 2015, among WWE STUDIOS FINANCE CORP., a Delaware corporation (the "Borrower"), the Guarantors referred herein, each lender from time to time that is or becomes a party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

Bourbon Brothers Holding Corp – Acknowledgement of Form Master License Agreement (May 15th, 2015)

THIS SOUTHERN HOSPITALITY BBQ MASTER LICENSE AGREEMENT ("Agreement") is made between SH FRANCHISING & LICENSING, LLC, a New York limited liability company (hereinafter, "Company"), and Southern Hospitality Licensee, LLC, a Colorado limited liability company (hereinafter, "Licensee"). The Agreement is dated February 8, 2015 (the "Effective Date").

Membership Interest Purchase Agreement (May 8th, 2015)

made this 16th day of January, 2015 (the "Effective Date"), by and between, Red Lion Hotels Corporation, a Washington corporation (referred to herein sometimes as "Red Lion" or as "Seller"), and Shelbourne Falcon RLHC Hotel Investors LLC, a Delaware limited liability company (the "Purchaser") relating to the Membership Interests in RL Venture LLC, a Delaware limited liability company (the "Company").