Dechert Sample Contracts

FIDUS INVESTMENT Corp – Amendment No. 2 to Senior Secured Revolving Credit Agreement (January 2nd, 2018)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of June 16, 2014 (this Agreement), among FIDUS INVESTMENT CORPORATION, a Maryland corporation (the Borrower), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.

Egalet Corp – EGALET CORPORATION, as Issuer, the Guarantors Party Hereto as of the Date Hereof, Any Guarantor That Becomes Party Hereto Pursuant to Section 4.10 Hereof AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 27, 2017 6.50% Convertible Senior Notes Due 2024 (December 28th, 2017)

INDENTURE dated as of December 27, 2017 between Egalet Corporation, a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01), the Guarantors party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10 and The Bank of New York Mellon, a New York banking corporation, as trustee (the Trustee, as more fully set forth in Section 1.01).

H&E Equipment Services – FIFTH AMENDED AND RESTATED CREDIT AGREEMENT by and Among WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC, BANK OF AMERICA, N.A., J.P. MORGAN CHASE BANK, N.A., and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers, WELLS FARGO CAPITAL FINANCE, LLC, BANK OF AMERICA, N.A., J.P. MORGAN CHASE BANK, N.A., and DEUTSCHE BANK SECURITIES INC., as Joint Book Runners, BANK OF AMERICA, N.A., and J.P. MORGAN CHASE BANK, N.A., as Co-Syndication Agents, DEUTSCHE BANK SECURITIES INC., as Documentation Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, H& (December 27th, 2017)
Morgan Stanley Capital I Trust 2017-HR2 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 6, 2017 by and Between SPREF WH II LLC (Initial Note A-1 Holder) and SPREF WH II LLC (Initial Note A-2 Holder) the View at Marlton (December 22nd, 2017)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of November 6, 2017 by and between SPREF WH II LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and SPREF WH II LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

THL Credit, Inc. – SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of December 15, 2017 Among THL CREDIT, INC. As Borrower the LENDERS Party Hereto and ING CAPITAL LLC as Administrative Agent, Arranger and Bookrunner (December 19th, 2017)

SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 15, 2017 (this Agreement), among THL CREDIT, INC., a Delaware corporation (the Borrower), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.

Business Development Corp of America – BUSINESS DEVELOPMENT CORPORATION OF AMERICA (A Maryland Corporation) 4.75% Senior Unsecured Notes Due 2022 ($1,000 Denominations) PURCHASE AGREEMENT (December 19th, 2017)

The Securities will be issued pursuant to the provisions of the indenture, dated as of December 19, 2017 (the "Base Indenture"), between the Company and U.S. Bank National Association, a national banking association, as trustee (the "Trustee"), as supplemented by the first supplemental indenture, dated as of December 19, 2017 (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture").

Neurokine Pharmaceuticals Inc. – Pivot - Solmic Collaboration and License Agreement (December 15th, 2017)

This COLLABORATION AND LICENSE AGREEMENT is made this 23rd day of September 2017 (hereinafter the "Effective Date"), by and between PIVOT PHARMACEUTICALS INC., a corporation organized under the laws of British Columbia with an address c/o 1275 West 6th Street, Suite 300, Vancouver, BC V6C 1A6 (hereinafter "PIVOT") and SolMic GmbH, a corporation organized under the laws of Germany with an address Merowingerplatz 1a, 40225 Dusseldorf, Germany, (hereinafter "SOLMIC"). PIVOT and SOLMIC herein may be referred to individually as "Party" or together as "Parties."

Cardtronics plc – Employment Agreement (December 11th, 2017)

This EMPLOYMENT AGREEMENT (this Agreement), dated December 6, 2017 is made by and among Cardtronics plc., an English public limited company (together with any successor thereof, the Company), Cardtronics USA, Inc., a Delaware corporation (Opco), and Mr. Edward H. West (Executive).

Fifth Street Finance Corp. – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of November 30, 2017 Among OAKTREE SPECIALTY LENDING CORPORATION as Borrower the LENDERS Party Hereto ING CAPITAL LLC as Administrative Agent ING CAPITAL LLC, JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Bookrunners and JPMORGAN CHASE BANK, N.A. And BANK OF AMERICA, N.A. As Syndication Agents (December 4th, 2017)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of November 30, 2017 (this Agreement), among OAKTREE SPECIALTY LENDING CORPORATION, a Delaware corporation (the Borrower), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.

Settlement Agreement With Mutual Releases (December 1st, 2017)

This Settlement Agreement with Mutual Releases ("Agreement"), made effective this 30th day of November 2017 ("Effective Date"), is by and between MagneGas Corporation ("MagneGas"), maintaining its principal place of business at 11885 44th Street N., Clearwater, Florida, and Alpha Capital Anstalt ("Alpha"), maintaining its principal place of business at Pradafant 7, LI-9490 Vaduz, Furstentum Liechtenstein.

Business Development Corp of America – Fifth Amendment to Credit and Security Agreement (November 30th, 2017)

CREDIT AND SECURITY AGREEMENT, dated as of June 27, 2014, among BDCA-CB FUNDING, LLC, a Delaware limited liability company, as borrower (the "Borrower"), the LENDERS from time to time party hereto, CITIBANK, N.A. ("Citibank"), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the "Administrative Agent"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the "Collateral Agent") and as collateral custodian for the Secured Parties (in such capacity, the "Custodian"), and BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation ("BDCA"), as collateral manager (in such capacity, the "Collateral Manager").

CD 2017-CD6 Mortgage Trust – AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 4, 2017 by and Between SPREF WH III LLC (Initial Note A-1 Holder) and SPREF WH III LLC (Initial Note A-2 Holder) Cleveland East (November 30th, 2017)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of August 4, 2017 by and between SPREF WH III LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and SPREF WH III LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

CSAIL 2017-CX10 Commercial Mortgage Trust – Contract (November 30th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-C41 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of August 4, 2017 by and Between SPREF WH II LLC (Initial Note A-1 Holder) and SPREF WH II LLC (Initial Note A-2 Holder) Columbia Park Shopping Center (November 30th, 2017)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of August 4, 2017 by and between SPREF WH II LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and SPREF WH II LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Wells Fargo Commercial Mortgage Trust 2017-C41 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 6, 2017 by and Between SPREF WH II LLC (Initial Note A-1 Holder) and SPREF WH II LLC (Initial Note A-2 Holder) the View at Marlton (November 30th, 2017)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of November 6, 2017 by and between SPREF WH II LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and SPREF WH II LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

CSAIL 2017-CX10 Commercial Mortgage Trust – CO-LENDER AGREEMENT Dated as of November 6, 2017 by and Between Column Financial, Inc. (Initial Note A-1 Holder), Column Financial, Inc. (Initial Note A-2 Holder), and Column Financial, Inc. (Initial Note B Holder) Commercial Mortgage Loan in the Principal Amount of $300,000,000 Secured by One Office Building (November 30th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement") is dated as of November 6, 2017, between Column Financial, Inc. ("COLUMN", in its capacity as initial owner of Note A-1, the "Initial Note A-1 Holder"), Column (in its capacity as initial owner of Note A-2, the "Initial Note A-2 Holder") and Column (in its capacity as initial owner of Note B, the "Initial Note B Holder" and, together with the Initial Note A-1 Holder and the Initial Note A-2 Holder, the "Initial Note Holders").

Goldman Sachs Private Middle Market Credit LLC – ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS SECTION 6.01. Representations and Warranties 45 SECTION 6.02. Covenants of the Company and the Portfolio Manager 49 SECTION 6.03. Amendments of Portfolio Investments, Etc. 55 ARTICLE VII EVENTS OF DEFAULT ARTICLE VIII ACCOUNTS; COLLATERAL SECURITY SECTION 8.01. The Accounts; Agreement as to Control 58 SECTION 8.02. Collateral Security; Pledge; Delivery 60 ARTICLE IX THE AGENTS SECTION 9.01. Appointment of Administrative Agent and Collateral Agent 63 SECTION 9.02. Additional Provisions Relating to the Collateral Agent and the Collateral Admin (November 28th, 2017)

LOAN AND SECURITY AGREEMENT dated as of November 21, 2017 (this Agreement) among Goldman Sachs Private Middle Market Credit SPV LLC, as borrower (the Company); GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC (the Portfolio Manager); the Lenders party hereto; STATE STREET BANK AND TRUST COMPANY, in its capacity as collateral agent (in such capacity, the Collateral Agent); STATE STREET BANK AND TRUST COMPANY, in its capacity as collateral administrator (in such capacity, the Collateral Administrator); STATE STREET BANK AND TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the Securities Intermediary) and as bank (in such capacity, the Bank and, together with the Securities Intermediary in such respective capacities, the Intermediary); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent).

Golub Capital BDC 3, Inc. – Gbdc 3 Senior Loan Fund Llc Limited Liability Company Agreement (November 28th, 2017)

This Limited Liability Company Agreement, dated as of October 2, 2017, is entered into by and between Golub Capital BDC 3, Inc. and RGA Reinsurance Company (collectively, the "Members").

Federated National Holding Company – Purchase and Sale Agreement (November 28th, 2017)

This Purchase and Sale Agreement (this "Agreement") is entered into as of the 27th day of November, 2017, by and between FEDERATED NATIONAL HOLDING COMPANY ("FNHC"), a Florida Corporation, CROSSWINDS INVESTOR MONARCH LP ("Crosswinds"), a Delaware limited partnership, and TRANSATLANTIC REINSURANCE COMPANY ("TransRe"), a New York corporation. Crosswinds and TransRe are sometimes collectively referred to herein as the "Sellers". FNHC, Crosswinds and TransRe are collectively referred to herein as "Parties" and singularly as "Party."

Hms Income Fund, Inc. – Amendment No. 5 (November 27th, 2017)

AMENDMENT NO. 5 dated as of November 20, 2017 (this "Agreement"), among HMS Funding I LLC (the "Borrower"), HMS Income Fund, Inc., as Equityholder and as Servicer (the "Servicer"), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the "Collateral Agent") and as Collateral Custodian (the "Collateral Custodian") and Deutsche Bank AG, New York Branch, as Administrative Agent (the "Administrative Agent").

B&G Foods Holdings Corp. – Second Amendment to Credit Agreement (November 21st, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 2, 2015 (as amended by the First Amendment to Credit Agreement, dated as of March 30, 2017, by the Second Amendment to Credit Agreement, dated as of November 20, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), among B&G FOODS, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time party hereto as lenders (the Lenders) and BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the Administrative Agent) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the Collateral Agent), with BARCLAYS BANK PLC (Barclays), BANK OF AMERICA, N.A. (BANA), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (MLPFS and, toge

TRANSACTION AGREEMENT by and Among CLOPAY AMES TRUE TEMPER HOLDING CORP., as the Seller; CLOPAY PLASTIC PRODUCTS COMPANY, INC., as the Company; And BERRY GLOBAL, INC., as the Buyer Dated as of November 15, 2017 (November 21st, 2017)

This TRANSACTION AGREEMENT, dated as of November 15, 2017 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this "Agreement"), is by and among Berry Global, Inc., a corporation organized under the Laws of Delaware (the "Buyer"), Clopay Ames True Temper Holding Corp., a corporation organized under the Laws of Delaware (the "Seller"), and Clopay Plastic Products Company, Inc., a corporation organized under the Laws of Delaware (the "Company").

Employment Agreement (November 21st, 2017)

EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 15, 2017 (the "Effective Date"), by and between JetPay Corporation, a Delaware corporation (the "Company"), and Gregory Krzemien (the "Executive").

AB Private Credit Investors Corp – REVOLVING CREDIT AGREEMENT AB PRIVATE CREDIT INVESTORS CORPORATION, as the Borrower HSBC BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent and a Lender November 15, 2017 (November 20th, 2017)

THIS REVOLVING CREDIT AGREEMENT, is dated as of November 15, 2017, by and among AB PRIVATE CREDIT INVESTORS CORPORATION, a Maryland corporation, (the Initial Borrower, and collectively with any other Borrower becoming party hereto (including Qualified Borrowers), the Borrowers), the banks and financial institutions from time to time party hereto as Lenders and HSBC BANK USA, NATIONAL ASSOCIATION, (HSBC), as the Administrative Agent (as hereinafter defined) for the Secured Parties.

Southwest – Amendment No. 1 to Senior Secured Revolving Credit Agreement (November 17th, 2017)

This AMENDMENT NO. 1 (this "Amendment) with respect to the Senior Secured Revolving Credit Agreement, dated as of August 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), is made as of November 16, 2017, among CAPITAL SOUTHWEST CORPORATION, a Texas corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the "Lenders"), ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and, solely for purposes of Section 2.8, CAPITAL SOUTHWEST EQUITY INVESTMENTS, INC., a Delaware corporation ("CSWE"), and CAPITAL SOUTHWEST MANAGEMENT CORPORATION, a Nevada corporation ("CSWM" and together with CSWE, the "Subsidiary Guarantors"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the

Bain Capital Specialty Finance, Inc. – Contract (November 13th, 2017)
Hercules Technology Growth Capital, Inc. – ASSET PURCHASE AGREEMENT Dated as of November 1, 2017 by and Between Ares Capital Corporation, as Seller, and Bearcub Acquisitions LLC, as Buyer (November 2nd, 2017)

This ASSET PURCHASE AGREEMENT, dated as of November 1, 2017, is made by and between Ares Capital Corporation, a Maryland corporation (the Seller and, together with each Seller Designee permitted pursuant to this Agreement, the Seller Parties), and Bearcub Acquisitions LLC, a Delaware limited liability company (the Buyer).

Biota Pharmaceuticals Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: (October 30th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement") is made and entered into as of October 27, 2017, by and among Aviragen Therapeutics, Inc., a Delaware corporation ("Parent"), AGORA MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Vaxart, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Limited Waiver and Amendment No. 1 to Credit Agreement (October 30th, 2017)

This CREDIT AGREEMENT (this Agreement) is entered into as of August 2, 2017 among IBG Borrower LLC, a Delaware limited liability company (the Borrower), the Guarantors; each lender from time to time party hereto (collectively, the Lenders and individually, a Lender); and Cortland Capital Market Services LLC, a Delaware limited liability company as Administrative Agent and Collateral Agent (as amended by Limited Waiver and Amendment No. 1 dated as of October 27, 2017 and as further amended, restated, supplemented or otherwise modified from time to time, this Agreement).

Select Medical Holdings Corp. – EQUITY PURCHASE AND CONTRIBUTION AGREEMENT by and Among DIGNITY HEALTH HOLDING CORPORATION U.S. HEALTHWORKS, INC. CONCENTRA GROUP HOLDINGS, LLC CONCENTRA, INC. And CONCENTRA GROUP HOLDINGS PARENT, LLC Dated: October 22, 2017 (October 23rd, 2017)

This EQUITY PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 22, 2017, is entered into by and among CONCENTRA GROUP HOLDINGS, LLC, a Delaware limited liability company (Holdings), CONCENTRA INC., a Delaware corporation (Buyer), CONCENTRA GROUP HOLDINGS PARENT, LLC , a Delaware limited liability company (Newco), U.S. HEALTHWORKS, INC., a Delaware corporation (the Company), and DIGNITY HEALTH HOLDING CORPORATION, a Nevada corporation (Seller).

KKR Income Opportunities Fund – 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax October 19, 2017 KKR Income Opportunities Fund (October 19th, 2017)
KKR Income Opportunities Fund – Subscription Agent Agreement Between KKR Income Opportunities Fund and Computershare Trust Company, N.A. And Computershare Inc. (October 19th, 2017)

THIS SUBSCRIPTION AGENT AGREEMENT (the Agreement) is entered into as of this 18th day of October 2017 (the Effective Date) by and among KKR Income Opportunities Fund, a statutory trust organized and existing under the laws of the State of Delaware (the Company), and Computershare Trust Company, N.A., a national banking association (Trust Company), and Computershare Inc., a Delaware corporation (Computershare and, collectively with Trust Company, the Agent).

KKR Income Opportunities Fund – KKR INCOME OPPORTUNITIES FUND 5,085,079 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENT (October 19th, 2017)

Each of KKR Income Opportunities Fund, a Delaware statutory trust (the Fund), and KKR Credit Advisors (US) LLC, a Delaware limited liability company (the Adviser), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the Dealer Manager) in connection with the issuance by the Fund to the holders of record (the Record Date Shareholders) at the close of business on the record date set forth in the Prospectus (as defined below) (the Record Date) transferable rights entitling such Record Date Shareholders to subscribe for up to 5,085,079 shares (each, a Share, and collectively, the Shares) of beneficial interest, par value $0.001 per share (the Common Shares), of the Fund (the Offer). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each, a Right, and collectively, the Rights) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their hold

Employment Agreement (October 2nd, 2017)

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 2, 2017 (the "Effective Date"), is made by and between Bravo Brio Restaurant Group, Inc., an Ohio corporation (the "Employer") and Diane D. Reed ("Executive").

Registration Rights Agreement (October 2nd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 2, 2017, by and among Griffon Corporation, a Delaware corporation (the "Company"), the Guarantors named on Schedule 1 hereto (the "Griffon Guarantors") and Deutsche Bank Securities Inc., as the representative (the "Representative") of the several initial purchasers (collectively, the "Initial Purchasers") listed on Schedule 1 to the Purchase Agreement (as defined below), which Initial Purchasers have agreed to purchase $275,000,000 aggregate principal amount of the Company's 5.25% Senior Notes due 2022 (the "New Notes") pursuant to the Purchase Agreement (as defined below). The Company previously issued and sold $725,000,000 aggregate principal amount of its 5.25% Senior Notes due 2022 (the "Original Notes") under the Indenture (as defined below). The New Notes constitute an issuance of Additional Notes (as defined in the Indenture) under the Indenture.