Execution Version CUSTODIAN AGREEMENT THIS AGREEMENT, dated as of November 18, 2015, between GALLERY TRUST, a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment...Execution Version • January 27th, 2016 • Gallery Trust • New York
VOTING AGREEMENTExecution Version • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
AGREEMENT, dated as of April 20, 2011 between Enstar Group Limited, a Bermuda exempted company (the “Company”), and T. Whit Armstrong (“Shareholder”).
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging PET Technologies Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 28, 2020 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder), GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) Amazon Industrial PortfolioExecution Version • August 28th, 2020 • DBJPM 2020-C9 Mortgage Trust • Asset-backed securities
Execution Version THIRD AMENDED AND RESTATED FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENTExecution Version • July 14th, 2006 • Lehman XS Trust Series 2006-10n • Asset-backed securities • New York
CASCADES INC.Execution Version • December 9th, 2019
This INDENTURE dated as of November 26, 2019, is among CASCADES INC., a corporation organized under the laws of the Province of Québec, Canada (the “Company”), CASCADES USA INC., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Subsidiary Guarantors listed on the signature pages hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AMKOR TECHNOLOGY, INC. 10,000,000 Shares of Common Stock Underwriting AgreementExecution Version • September 7th, 2023 • Amkor Technology, Inc. • Semiconductors & related devices • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Amkor Technology, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ContractExecution Version • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York
ASSUMPTION AGREEMENT, dated as of July 30, 2018, made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC (each, an “Additional Grantor” and together, the “Additional Grantors”), in favor of Bank of America, N.A. (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company (“Company”), the Subsidiaries of Company parties thereto and the Collateral Trustee.
PAYING AGENCY AGREEMENTExecution Version • June 30th, 2014 • England
BRIXMOR PROPERTY GROUP INC. 20,000,000 Shares Common Stock ($0.01 par value) UNDERWRITING AGREEMENTExecution Version • July 1st, 2016 • Brixmor Operating Partnership LP • Real estate investment trusts • New York
Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Brixmor Operating Partnership L.P., a Delaware Limited Partnership, and each of the Selling Stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of 20,000,000 shares of common stock, $0.01 par value per share (“Common Stock”) of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”).
SUB-SUB-ADVISORY AGREEMENT FOR EMBARK CAYMAN FUND V LTDExecution Version • December 19th, 2023 • Harbor Funds II • Delaware
THIS AGREEMENT is made as of this 17th day of January, 2024, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. (“SIMNA”), a corporation organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”), a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU.
APi Group Corporation 11,000,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementExecution Version • April 19th, 2024 • APi Group Corp • Services-to dwellings & other buildings • New York
ContractExecution Version • March 5th, 2004 • Gmi Merger Corp • Knitting mills • Delaware
SUPPORT AGREEMENT (this "Agreement"), dated as of February 27, 2004, by and among GMI Holding Corporation, a Delaware corporation ("Parent"), GMI Merger Corporation, a Delaware corporation ("Purchaser"), and The Prudential Insurance Company of America, a New Jersey corporation ("Stockholder").
ContractExecution Version • November 9th, 2020 • Entercom Communications Corp • Radio broadcasting stations • New York
AMENDMENT NO. 5, dated as of July 20, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among ENTERCOM MEDIA CORP. (formerly known as CBS RADIO INC.), a Delaware corporation (“Borrower”), each of the GUARANTORS party thereto, the LENDERS and L/C ISSUERS party thereto from time to time and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and as Collateral Agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
CEI UNSECURED GUARANTYExecution Version • March 26th, 2004 • Cogentrix Energy Inc • Electric services • New York
GUARANTY (this “Guaranty”), dated as of February 26, 2004, made by Cogentrix Energy, Inc., a Delaware corporation (the “Guarantor”), in favor of the Guarantied Parties referred to below.
ABFS MORTGAGE LOAN WAREHOUSE TRUST 2000-2, as Issuer andExecution Version • October 24th, 2003 • American Business Financial Services Inc /De/ • Mortgage bankers & loan correspondents • New York
Execution VersionExecution Version • March 5th, 2015 • Cdi Corp • Services-help supply services • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 20th day of October, 2014 between CDI Corporation, a Pennsylvania corporation (the “Company”), and Michael S. Castleman (“Executive”). The date on which Executive’s employment with the Company commences, which Executive agrees is required to occur no later than October 28, 2014, is referred to herein as the “Start Date.”
ALNYLAM PHARMACEUTICALS, INC. 5,000,000 Shares of Common Stock Underwriting AgreementExecution Version • January 15th, 2019 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Alnylam Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. is acting as representative (the “Representative”), an aggregate of 5,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 750,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters listed in Schedule I hereto, all references herein to the Underwriters shall refer just to you.
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 22, 2020 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent)...Execution Version • February 11th, 2021 • Bank 2021-Bnk31 • Asset-backed securities
Agreement ” ), dated as of December 22, 2020 by and between MORGAN STANLEY BANK, N.A. ( “ MSBNA ” and, together with its successors and assigns in interest , in its capacity as initial owner of Note A-1 described below, the “ Initial Note A-1 Holder ” ), MSBNA ( together with its successors and assigns in interest , in its capacity as initial owner of Note A-2 described below, the “ Initial Note A-2 Holder ” ; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “ Initial Note Holders ” ) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC ( “ MSMCH ” and, in its capacity as initial agent, the “ Initial Agent ” ).
RECITALS:Execution Version • January 16th, 2008 • Goamerica Inc • Radiotelephone communications • New York
ContractExecution Version • March 12th, 2021
This AMENDMENT NO. 6, dated as of January 4, 2017 (this “Amendment”), among OCI BEAUMONT LLC, a Texas limited liability company (the “Borrower”), OCI PARTNERS LP, a Delaware limited partnership (the “MLP”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors, the “Administrative Agent”), and BANK OF AMERICA, N.A., as a Lender, amends that certain Revolving Credit Agreement dated as of April 4, 2014 (as amended by Amendment No. 1 dated as of June 13, 2014, Amendment No. 2 dated as of March 12, 2015, Amendment No. 3 and Waiver dated as of October 16, 2015, Amendment No. 4 dated as of March 11, 2016 and Amendment No. 5 dated as of March 17, 2016 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, the MLP, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitaliz
This AMENDMENT AGREEMENT is dated March 18, 2020Execution Version • March 18th, 2020
ContractExecution Version • October 7th, 2010 • Terex Corp • Industrial trucks, tractors, trailors & stackers • New York
AMENDMENT NO. 5 dated as of October 4, 2010 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 14, 2006, as amended by AMENDMENT NO. 1 dated as of January 11, 2008, AMENDMENT NO. 2 dated as of February 24, 2009, AMENDMENT NO. 3 dated as of May 27, 2009 and AMENDMENT NO. 4 dated as of January 14, 2010 (as so amended, the “Credit Agreement”), among TEREX CORPORATION, a Delaware corporation (“Terex”), NEW TEREX HOLDINGS UK LIMITED, a limited company organized under the laws of England (the “U.K. Borrower”), TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY, a company organized under the laws of the Republic of Ireland (the “European Borrower”), TEREX LIFTING AUSTRALIA PTY LTD, a company organized under the laws of Australia and registered in Queensland, Australia (the “Australian Borrower”), and TEREX ITALIA S.R.L., a company organized under the laws of the Republic of Italy (the “Italian Borrower” and, together with Terex, the U.K. Borrower, the European Borrower, and the Australi
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
AGREEMENTExecution Version • July 21st, 2022 • Starboard Value LP • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of July 20, 2022 by and among LivePerson, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
DICE THERAPEUTICS, INC. (a Delaware corporation) 8,219,178 Shares of Common Stock UNDERWRITING AGREEMENTExecution Version • October 13th, 2022 • DICE Therapeutics, Inc. • Pharmaceutical preparations • New York
Execution VersionExecution Version • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SUBSTITUTION AGREEMENTExecution Version • January 12th, 2009
This Substitution Agreement (Agreement) is effective January, 1,2009 between SIERRA PACIFIC INDUSTRIES (SPI), a California Corporation, and PACIFIC GAS AND ELECTRIC COMPANY (PG&E), a California Corporation.
ContractExecution Version • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
This INTERCREDITOR AGREEMENT, dated as of March 25, 2010 (this “Agreement”), is between Jefferies Finance LLC, as agent for the First Priority Secured Parties (as defined below) (in such capacity, the “First Priority Agent”), and AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”).
ContractExecution Version • November 14th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York
AMENDMENT No. 6, dated as of August 22, 2016 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended and restated as of June 15, 2016 pursuant to that certain Amendment No. 5 and Waiver to Credit Agreement dated as of April 30, 2016 and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TRADEMARK SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
EXECUTION VERSIONExecution Version • February 14th, 2014 • Shutterfly Inc • Services-photofinishing laboratories • New York
INCREMENTAL COMMITMENT AGREEMENT (this“Agreement”) dated as of December 6, 2013, among the financial institutions executing this Agreement as INCREMENTAL LENDERS (collectively, the “Incremental Lenders”), SHUTTERFLY, INC., a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AGREEMENTExecution Version • June 24th, 2022 • Starboard Value LP • Electronic components & accessories • Massachusetts
This Agreement (this “Agreement”) is made and entered into as of June 23, 2022, by and among Mercury Systems, Inc., a Massachusetts corporation (the “Company”), and the entities and natural persons set forth on the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGENCY AGREEMENTExecution Version • March 30th, 2023
Echelon Wealth Partners Inc. (“Echelon”) and Roth Capital Partners, LLC (“Roth” and together with Echelon, the “Lead Agents”), as co-lead agents and joint bookrunners, and Laurentian Bank Securities Inc. (together with the Lead Agents, the “Agents”) understand that Bunker Hill Mining Corp. (the “Corporation”) proposes to issue and sell, in one or more tranches: (i) special warrants of the Corporation (the “Initial Special Warrants”) at a price of $0.12 per Initial Special Warrant (the “Issue Price”); and (ii) units of the Corporation (the “Private Placement Units”) at the Issue Price, on a commercially reasonable, “best efforts” private placement basis for aggregate gross proceeds of up to
SUBSIDIARY GUARANTYExecution Version • March 26th, 2004 • Cogentrix Energy Inc • Electric services • New York
GUARANTY (this “Guaranty”), dated as of February 26, 2004, made by each of the Persons named as a guarantor on the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of the Guarantied Parties referred to below.
