Dow Lohnes Sample Contracts

Amendment No. 1 to Credit Agreement (April 18th, 2014)

This CREDIT AGREEMENT ("Agreement") is entered into as of July 31, 2013, and amended and restated as of the Acquisition Effective Date (as hereinafter defined) among Media General, Inc., a Virginia corporation (the "Borrower Representative"), LIN TV Corp., a Delaware corporation ("LIN" and, together with the Borrower Representative, the "Borrowers" and each, a "Borrower"), New Media General, a Virginia corporation ("New Holdings"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

CREDIT AGREEMENT Dated as of July 31, 2013 Among MEDIA GENERAL, INC., as the Borrower, ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents and the Other Lenders Party Hereto RBC CAPITAL MARKETS*, J.P. MORGAN SECURITIES LLC and WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Book Managers (August 5th, 2013)

This CREDIT AGREEMENT ("Agreement") is entered into as of July 31, 2013, among Media General, Inc., a Virginia corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

CREDIT AGREEMENT Dated as of July 31, 2013 Among MEDIA GENERAL, INC., as the Borrower, ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents and the Other Lenders Party Hereto RBC CAPITAL MARKETS*, J.P. MORGAN SECURITIES LLC and WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Book Managers (August 5th, 2013)

This CREDIT AGREEMENT ("Agreement") is entered into as of July 31, 2013, among Media General, Inc., a Virginia corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

Asset Purchase Agreement by and Among Media General Operations, Inc., Media General Communications Holdings, Llc and Tampa Media Group, Inc. (October 9th, 2012)

THIS ASSET PURCHASE AGREEMENT is dated as of October 8, 2012 (this "Agreement"), by and among Media General Operations, Inc., a Delaware corporation ("Operations"), Media General Communications Holdings, LLC, a Delaware limited liability company ("Communications", and Operations and Communications, individually or together collectively, as the context requires, "Seller"), and Tampa Media Group, Inc., a Florida corporation ("Buyer").

MCG Capital Corporation – Sublease (August 16th, 2012)

THIS SUBLEASE (this "Sublease") is made and dated as of the 15th day of August, 2012 (the "Execution Date") by the Sublandlord and the Subtenant named below.

Asset Purchase Agreement by and Among Media General, Inc., Media General Operations, Inc., Media General Communications Holdings, Llc and World Media Enterprises Inc. (May 18th, 2012)

THIS ASSET PURCHASE AGREEMENT is dated as of May 17, 2012 (this "Agreement"), by and among Media General, Inc., a Virginia corporation ("Parent"), Media General Operations, Inc., a Delaware corporation ("Operations"); Media General Communications Holdings, LLC, a Delaware limited liability company ("Communications", and Operations and Communications, individually or together collectively, as the context requires, "Seller"); and World Media Enterprises Inc., a Delaware corporation ("Buyer").

Second Amendment to Second Amended and Restated Credit Agreement (March 20th, 2012)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 12, 2010, among MEDIA GENERAL, INC., a Virginia corporation, each lender from time to time party hereto, SUNTRUST BANK and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of October 28, 2011 DRIVETIME AUTOMOTIVE GROUP, INC.; DRIVETIME SALES AND FINANCE COMPANY, LLC; DRIVETIME CAR SALES COMPANY, LLC; AND DRIVETIME OHIO COMPANY, LLC, AS THE BORROWERS, WELLS FARGO BANK, NA; SANTANDER CONSUMER USA INC., AND MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC. AS THE LENDERS, AND WELLS FARGO BANK, NA; AS AGENT FOR THE LENDERS (November 14th, 2011)

This Fourth Amended and Restated Loan and Security Agreement, dated as of October 28, 2011, is entered into by and among DRIVETIME AUTOMOTIVE GROUP, INC. (DriveTime), a Delaware corporation, DRIVETIME SALES AND FINANCE COMPANY, LLC (DriveTime Sales), an Arizona limited liability company, and DRIVETIME CAR SALES COMPANY, LLC (Car Sales), an Arizona limited liability company, DRIVETIME OHIO COMPANY, LLC (DriveTime Ohio), an Arizona limited liability company (each a Borrower and collectively the Borrowers), and WELLS FARGO BANK, N.A., a national banking association (together with its successors and assigns, WFBNA), as the lead lender, and as the agent for the Lenders (the Agent), SANTANDER CONSUMER USA INC., an Illinois corporation (together with its successors and assigns, SCUSA), as a lender, and MANHEIM AUTOMOTIVE FINANCIAL SERVICES, INC., a Delaware corporation (together with its successors and assigns, MAFS), as a lender (WFBNA, SCUSA and MAFS referred to herein individually as Lende

Guaranty and Security Agreement (November 14th, 2011)

This Guaranty and Security Agreement, dated as of October 28, 2011, is entered into by and among DT ACCEPTANCE CORPORATION (DTAC), an Arizona corporation, GFC LENDING, LLC (f/k/a Go Financial Company, LLC) (GFCL), an Arizona limited liability company, DT CREDIT COMPANY, LLC (DTCC), an Arizona limited liability company, DT JET LEASING, LLC (DTJL), an Arizona limited liability company (each, a Guarantor and collectively, the Guarantors), and WELLS FARGO BANK, N.A., a national banking association (WFBNA), in its capacity as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, Agent).

Fifth Amendment of Lease (July 20th, 2011)

THIS FIFTH AMENDMENT OF LEASE (hereinafter called "Amendment") is made this July 15, 2011 between Watsonville Freeholders, a California limited partnership (hereinafter called "Landlord") and West Marine Products, Inc, a California corporation (hereinafter called "Tenant").

Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement for Associates (May 20th, 2011)
WEST MARINE, INC. EXECUTIVE OFFICER SEVERANCE PLAN Effective as of March 16, 2011 PREAMBLE (March 22nd, 2011)

West Marine, Inc. has established this Executive Officer Severance Plan with the intention of providing Severance Benefits to a select group of Eligible Executives in the event of their involuntary termination of employment by the Company without "Cause." The Plan is intended to be a "top-hat" welfare benefit plan under ERISA and an unfunded plan under the Code.

Contract (January 31st, 2011)
Shenandoah Telecommunications Co – Asset Purchase Agreement Among Jetbroadband Va, Llc, Helicon Cable Communications, Llc, Jetbroadband Wv, Llc Jetbroadband Holdings, Llc, Helicon Cable Holdings, Llc, Shentel Cable Company and Shenandoah Telecommunications Company Dated as of April 16, 2010 (April 16th, 2010)

THIS ASSET PURCHASE AGREEMENT is dated as of April 16, 2010, by and among JetBroadband VA, LLC, a Delaware limited liability company, Helicon Cable Communications, LLC, a New York limited liability company, and JetBroadband WV, LLC, a Delaware limited liability company (collectively, "Sellers") and Shentel Cable Company, a Virginia corporation ("Buyer") and wholly-owned subsidiary of Shenandoah Cable Television Company, a Virginia corporation and a wholly-owned subsidiary of Shenandoah Telecommunications Company, a Virginia corporation ("Shentel"), solely for purposes of Section 1 0.14, Shentel, and solely for purposes of Section 10.15, Helicon Cable Holdings, LLC, a Delaware limited liability company (the "Company") and JetBroadband Holdings, LLC, a Delaware limited liability company (the "Member").

Scripps Networks Interactive Inc – TCM SUB, LLC as Issuer SCRIPPS NETWORKS INTERACTIVE, INC. As Guarantor and U.S. BANK NATIONAL ASSOCIATION as Trustee 3.55% SENIOR NOTES DUE 2015 INDENTURE Dated as of December 15, 2009 (December 21st, 2009)

INDENTURE, dated as of December 15, 2009 among TCM Sub, LLC, a Delaware limited liability company, as issuer (the Issuer), Scripps Networks Interactive, Inc., an Ohio corporation, as guarantor (the Guarantor), and U.S. Bank National Association, as trustee (the Trustee).

Contract (October 30th, 2009)

************* DENOTE MATERIAL THAT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Contract (July 31st, 2009)

************* DENOTE MATERIAL THAT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Osmetech PLC – Commercial Lease (September 12th, 2008)

* In year 1, rent is based on the leased premises less the existing warehouse area. Rent payments subject to adjustment based on measurement of actual square footage.

Cc Media Holdings Inc – First Amended and Restated Management Agreement (July 30th, 2008)

This First Amended and Restated Management Agreement (this Agreement) is entered into as of July 28, 2008 by and among CC Media Holdings, Inc., a Delaware corporation (New Holdco), BT Triple Crown Merger Co., Inc., a Delaware corporation (Triple Crown), B Triple Crown Finco, LLC, a Delaware limited liability company (B Finco), T Triple Crown Finco, LLC, a Delaware limited liability company (T Finco and together with B Finco, the Fincos), THL Managers VI, LLC, a Delaware limited liability company (THL), and Bain Capital Partners, LLC, a Delaware limited liability company (Bain and together with THL, the Managers; provided that after the Closing (as hereinafter defined) a Manager shall continue to be a Manager for all purposes hereunder only for the period when such Managers Affiliated Funds own, directly or indirectly, equity interests in New Holdco or its successor(s) in an amount sufficient to entitle that Manager or those funds (whether by ownership of Shares, contract or otherwise)

PARTNERSHIP PURCHASE AGREEMENT BY AND AMONG SP NEWSPRINT HOLDINGS LLC, SP NEWSPRINT MERGER LLC, SP NEWSPRINT CO., AND THE OTHER PARTIES SIGNATORY HERETO Dated as of March 31, 2008 (May 8th, 2008)

This PARTNERSHIP PURCHASE AGREEMENT, dated March 31, 2008 (this Agreement), is made and entered into by and among SP NEWSPRINT HOLDINGS LLC, a Delaware limited liability company, and SP NEWSPRINT MERGER LLC, a Delaware limited liability company (together, Buyer), SP NEWSPRINT CO., a Georgia general partnership (the Company), VIRGINIA PAPER MANUFACTURING CORP., a Georgia corporation (Virginia Paper), MCCLATCHY NEWSPRINT, INC., a Florida corporation (McClatchy Newsprint), and CEI NEWSPRINT, INC., a Georgia corporation (CEI Newsprint). Virginia Paper, McClatchy Newsprint and CEI Newsprint are sometimes individually herein referred to as a Seller, and are collectively referred to herein as the Sellers. Buyer, the Company, and each of the Sellers are sometimes individually referred to in this Agreement as a Party and collectively as the Parties.

Lbi Media Holdings Inc – Asset Purchase Agreement (August 14th, 2007)
LOAN AGREEMENT [28139] DATED AS OF DECEMBER 21, 2006 AMONG HAWAIIAN AIRLINES, INC., as Borrower C.I.T. LEASING CORPORATION, as Administrative Agent and as Original Lender, C.I.T. LEASING CORPORATION, as Security Agent AND THE LENDERS FROM TIME TO TIME PARTY HERETO (March 16th, 2007)

THIS LOAN AGREEMENT [28139], dated as of December 21, 2006 (as the same may be amended, modified or supplemented from time to time, this Agreement), is among HAWAIIAN AIRLINES, INC., a Delaware corporation, as borrower (the Borrower), C.I.T. LEASING CORPORATION, as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as original lender (in such capacity, the Original Lender), C.I.T. LEASING CORPORATION, as the security agent (the Security Agent), and such other lenders as may from time to time be party hereto (together with the Original Lender, the Lenders). Certain capitalized terms used herein are defined, and certain rules of construction are specified, in Schedule 1.

Asset Purchase Agreement (February 26th, 2007)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of February 20, 2007 among Emmis Television Broadcasting, L.P., an Indiana limited partnership, and Emmis Television License, LLC, an Indiana limited liability company (collectively, Seller), Emmis Operating Company, an Indiana corporation (Guarantor), HITV Operating Co., Inc. (Buyer) and MCG Capital Corporation, a Delaware corporation (MCG).

Education Management Finance Corp. – CREDIT AND GUARANTY AGREEMENT Dated as of June 1, 2006 Among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT HOLDINGS LLC, CERTAIN SUBSIDIARIES OF EDUCATION MANAGEMENT HOLDINGS LLC, as Guarantors, THE DESIGNATED SUBSIDIARY BORROWERS REFERRED TO HEREIN, VARIOUS LENDERS, CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, BNP PARIBAS, as Administrative Agent and Collateral Agent, and MERRILL LYNCH CAPITAL CORPORATION and BANK OF AMERICA, N.A., as Documentation Agents (November 8th, 2006)

This CREDIT AND GUARANTY AGREEMENT, dated as of June 1, 2006, is entered into by and among EDUCATION MANAGEMENT LLC, a Delaware limited liability company (Company), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (Holdings), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Designated Subsidiary Borrowers party hereto from time to time (together with Company, Borrowers), the Lenders party hereto from time to time, CREDIT SUISSE SECURITIES (USA) LLC (Credit Suisse), as Syndication Agent (in such capacity, Syndication Agent), BNP PARIBAS (BNP), as Administrative Agent (together with its permitted successors in such capacity, Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, Collateral Agent), and MERRILL LYNCH CAPITAL CORPORATION (MLCC) and BANK OF AMERICA N.A. (Bank of America), as Documentation Agents (in such capacity, Documentation Agents).

CREDIT AGREEMENT Dated as of October 6, 2006 Among INSIGHT MIDWEST HOLDINGS, LLC, as Borrower, the Lenders Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC., GENERAL ELECTRIC CAPITAL CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, and THE ROYAL BANK OF SCOTLAND PLC as Co-Documentation Agents and THE BANK OF NEW YORK, as Administrative Agent (October 13th, 2006)

The exhibits and schedules listed below have been omitted. A copy of the omitted exhibits and schedules will be furnished to the Securities and Exchange Commission upon its request.

Employment Agreement (September 12th, 2006)

THIS EMPLOYMENT AGREEMENT (this Agreement) has been executed this 6th day of September, 2006, to be effective as of September 1, 2006 (the Commencement Date) by and between SUNCOM WIRELESS MANAGEMENT COMPANY, INC., a Delaware corporation (the Company), and RAUL BURGOS (Executive).

CREDIT AGREEMENT Dated as of July 26, 2006 by and Among COX RADIO, INC., the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent for the Lenders (July 31st, 2006)

THIS CREDIT AGREEMENT, made as of the 26th day of July, 2006, is among COX RADIO, INC. (the Company), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (hereinafter in such capacity called the Administrative Agent).

Non-Confidentiality Agreement (August 9th, 2005)

THIS AGREEMENT (the Agreement), is made as of May 1, 2000, by and among the undersigned (including their respective partners, members, officers, employees and agents) and any other persons who agree to be bound by the terms and conditions of this Agreement by signing a copy hereof (each a Party and collectively, the Parties).

TERM LOAN AGREEMENT Dated as of November 18, 2004 Among TRITON PCS, INC., the Lenders Party Hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent (November 23rd, 2004)

TERM LOAN AGREEMENT (this Agreement) dated as of November 18, 2004, among TRITON PCS, INC., a Delaware corporation (the Borrower), the LENDERS (as defined in Article I) party hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent.

Contract (June 16th, 2003)

Exhibit 4.3 EXECUTION COPY ================================================================================ CREDIT AGREEMENT dated as of June 13, 2003 among TRITON PCS, INC., TRITON PCS HOLDINGS, INC., The Lenders Party Hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, COBANK, ACB, as Co-Syndication Agent, CITICORP NORTH AMERICA, INC., as Co-Syndication Agent, CHASE LINCOLN FIRST COMMERCIAL CORPORATION, as Co-Documentation Agent, and MERRILL LYNCH,

Enstar Income Program 1984-1 Lp – Contract (June 30th, 2000)

PAGE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Terms Defined in this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2. SALE OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 2.1 Sales of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 2.2 Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.1 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . .