Georgia Sample Contracts

Southern Company Deferred Compensation Plan (February 21st, 2018)
Second Amendment to the Southern Company Supplemental Benefit Plan (February 21st, 2018)

WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore established and adopted the Southern Company Supplemental Benefit Plan, as amended and restated effective June 30, 2016 (the "Plan"); and

Taylor Morrison Home Corporatio – EXECUTION VERSION [[3679594v16]] AMENDMENT NO. 5 Dated as of January 26, 2018 (This "Amendment"), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 13, 2011 (As Amended, Supplemented or Otherwise Modified Prior to the Date Hereof, the "Credit Agreement"), Among TAYLOR MORRISON COMMUNITIES, INC., a Delaware Corporation (The "U.S. Borrower"), TMM HOLDINGS LIMITED PARTNERSHIP, a British Columbia Limited Partnership ("Holdings"), TAYLOR MORRISON HOLDINGS II, INC. (F/K/a MONARCH COMMUNITIES INC., and the Surviving Corporation of the Amalgamation With Taylor Morrison Communities I (February 21st, 2018)
Supplemental Indenture (February 21st, 2018)

THIS SUPPLEMENTAL INDENTURE, made as of July 27, 2017 and effective August 10, 2017, between NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (hereinafter called the "Trustee"), as successor Trustee under an Indenture dated as of January 1, 1954, as modified by the Indenture of Adoption, dated February 9, 1954 and the Indenture of Release, dated February 9, 1954, and as supplemented by Supplemental Indentures dated (or made effective) April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963, August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June 1, 1968, December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April 30, 1976 (two Supplemental Indentures bearing that date), July 1, 1976, August 1, 1976, December 1, 1977, January 15, 1979, December 1, 1981, March 1, 1983,

Summit Hotel Properties – FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 15, 2018 Among SUMMIT HOTEL OP, LP, as Borrower, SUMMIT HOTEL PROPERTIES, INC., as Parent Guarantor, THE OTHER GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, REGIONS BANK, RAYMOND JAMES BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION, and BRANCH BANKING AND TRUST COMPANY, as Co-Syndication Agents, and KEYBANC CAPITAL MARKETS, INC., as Sole Bookrunner, KEYBANC CAPITAL MARKETS, INC., REGIONS (February 21st, 2018)

FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2018 (this "Agreement") among SUMMIT HOTEL OP, LP, a Delaware limited partnership (the "Borrower"), SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Parent" or the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j), 5.01(x) or 7.05, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "Administrative Agent" or "Agent") for the Lender Parties (as hereinafter defined), REGIONS BANK, RAYMOND JAMES BANK, N.A., PNC BANK,

Second Amendment to the Southern Company Supplemental Executive Retirement Plan (February 21st, 2018)

WHEREAS, the Board of Directors of Southern Company Services, Inc. (the "Company") heretofore established and adopted the Southern Company Supplemental Executive Retirement Plan, as amended and restated effective June 30, 2016 (the "Plan"); and

Southern Power Company to Wells Fargo Bank, National Association, Trustee Seventeenth Supplemental Indenture Dated as of November 20, 2017 Series 2017a Floating Rate Senior Notes Due December 20, 2020 (February 21st, 2018)

THIS SEVENTEENTH SUPPLEMENTAL INDENTURE is made as of the 20th day of November, 2017, by and between SOUTHERN POWER COMPANY, a Delaware corporation having its principal place of business at 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Potlatch – Letter of Credit Agreement (February 21st, 2018)

THIS LETTER OF CREDIT AGREEMENT (this "Agreement"), dated as of February 20, 2018, by and between (i) DEL-TIN FIBER L.L.C., A Delaware limited liability company and a taxable REIT subsidiary of PotlatchDeltic; (the "Company"), (ii) POTLATCHDELTIC TIMBER, LLC, an Arkansas limited liability company ("PotlatchDeltic Timber"); (iii) POTLATCHDELTIC MANUFACTURING, LLC, an Arkansas limited liability company and a taxable REIT subsidiary of PotlatchDeltic ("PotlatchDeltic Manufacturing"); (iv) POTLATCHDELTIC CORPORATION, a Delaware corporation and a REIT ("PotlatchDeltic"), (v) POTLATCHDELTIC FOREST HOLDINGS, INC., a Delaware corporation ("PotlatchDeltic Forest"), (vi) POTLATCHDELTIC LAND & LUMBER, LLC, a Delaware limited liability company and a taxable REIT subsidiary of PotlatchDeltic ("PotlatchDeltic Land & Lumber") (collectively, the "Borrowers" and each individually, a "Borrower") and SUNTRUST BANK, a Georgia banking corporation (the "Bank");

Construction Completion Agreement Between (February 21st, 2018)

This CONSTRUCTION COMPLETION AGREEMENT ("Agreement") is entered into as of the 23rd day of October, 2017 ("Effective Date"), by and between GEORGIA POWER COMPANY, a Georgia corporation ("GPC"), acting for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia, MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, each a Georgia limited liability company, and THE CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners (collectively, the "Owners"); and BECHTEL POWER CORPORATION, a Nevada corporation ("Contractor"). Owners and Contractor may be referred to individually as a "Party" and collectively as the "Parties".

TPG Specialty Lending, Inc. – Sixth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement (February 21st, 2018)

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of February 20, 2018 (this "Amendment"), to the Existing Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among TPG SPECIALTY LENDING, INC., a Delaware corporation (the "Borrower"), the LENDERS party hereto and SUNTRUST BANK, as Administrative Agent.

Education Realty Operating Partnership L P – This Sixth Amended and Restated Credit Agreement Amends and Restates That Certain Fifth Amended and Restated Credit Agreement Dated November 19, 2014 (As Same Was Amended From Time to Time, the "Original Credit Agreement"), Entered Into Between Education Realty Operating Partnership, Lp, as Borrower, Keybank National Association, as Administrative Agent, Regions Bank, Pnc Bank, National Association, and Royal Bank of Canada, as Co-Documentation Agents, and Keybanc Capital Markets, Pnc Capital Markets Llc, Rbc Capital Markets and Regions Capital Markets, as Co-Bookrunners and Co-Lead Arrangers, (February 20th, 2018)

WHEREAS, the Borrower, KeyBank National Association and the other parties referenced above (the "Original Lenders") entered into the Original Credit Agreement wherein loans and other financial accommodations were extended to the Borrower; and

Assignment and Assumption Agreement (February 20th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of February 14, 2018, is entered into by (i) CoConnect, Inc., a Nevada corporation (the Assignee), and (ii) Mastermind Marketing, Inc, a Georgia Corporation (MIM Inc.), Digital Advize, LLC, a Georgia limited liability company (Advize), and Villanta Corporation, a Georgia Corporation (Villanta, and collectively with MIM Inc., and Advize the Assignors). The Assignee and the Assignors are sometimes referred to herein individually as a Party and, collectively, as the Parties.

Education Realty Operating Partnership L P – Second Amendment to Second Amended and Restated Credit Agreement (February 20th, 2018)
Registration Rights Agreement (February 20th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of February 20, 2018, among LENNAR CORPORATION, a Delaware corporation (the Company), and the other entities that are listed on the signature pages hereof (collectively with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the Guarantors and, together with the Company, the Issuers), and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MIZUHO SECURITIES USA LLC, RBC CAPITAL MARKETS, LLC and WELLS FARGO SECURITIES, LLC as dealer managers (the Dealer Managers).

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 5.875% Senior Notes Due 2024 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 5.25% Senior Notes Due 2026 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

Third Amendment to Lease Agreement (February 20th, 2018)

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into as of December 11 , 2017 (the "Effective Date"), by and between HPBB1, LLC, a Georgia limited liability company ("Landlord"), and BLACKBAUD, INC., a Delaware corporation ("Tenant").

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 6.25% Senior Notes Due 2021 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 8.375% Senior Notes Due 2021 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

TPG RE Finance Trust, Inc. – Mortgage Asset Purchase Agreement (February 20th, 2018)

This MORTGAGE ASSET PURCHASE AGREEMENT (this Agreement) is made as of February 14, 2017 by and among TPG RE Finance Trust CLO Loan Seller, LLC, a Delaware limited liability company (the Seller), TPG Real Estate Finance 2018-FL1 Issuer, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (Holdco and, together with the Seller, the Seller Parties), and, solely as to Section 4(k), TPG RE Finance Trust, Inc., a Maryland corporation (TRTX).

Travelport Worldwide LTD – June 16, 2017 (February 20th, 2018)

I am pleased to confirm our discussions regarding your promotion to Executive Vice President and General Counsel, reporting to me. The effective date of this promotion is July 1, 2017, subject to your execution and return of this letter agreement. This position is based in our Atlanta, Georgia offices.

Brooklyn Cheesecake & Dessrt – Equity Securities Purchase Agreement (February 20th, 2018)

THIS EQUITY SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of February 20, 2018 by and among Meridian Waste Operations, Inc., a New York corporation (the "Seller"), Meridian Waste Solutions, Inc., a New York corporation ("Meridian" and, together with the Seller, the "Seller Parties" and each, a "Seller Party"), Meridian Waste Acquisitions, LLC, a Delaware limited liability company (the "Buyer") and, solely for purposes of Section 6.4, Section 6.7 and Section 11.18, Jeffrey S. Cosman ("Cosman"). Each of the Buyer, the Seller and Meridian are referred to herein sometimes as a "Party" and together as the "Parties". Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in ARTICLE X.

Assignment and Assumption Agreement (February 20th, 2018)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of February 14, 2018, is entered into by (i) CoConnect, Inc., a Nevada corporation (the Assignee), and (ii) Mastermind Marketing, Inc, a Georgia Corporation (the Assignor). The Assignee and the Assignor are sometimes referred to herein individually as a Party and, collectively, as the Parties.

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 8.375% Senior Notes Due 2018 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

Joint Venture Interest Contribution Agreement (February 20th, 2018)

This Joint Venture Interest Contribution Agreement (this Agreement) is made and entered into as of February 14, 2018 by and among (i) CoConnect, Inc., a Nevada corporation (the Purchaser), (ii) Mastermind Involvement Marketing, a Georgia joint venture (the Company), and Mastermind Marketing, Inc, a Georgia Corporation (MIM Inc.), Digital Advize, LLC, a Georgia limited liability company (Advize), and Villanta Corporation, a Georgia Corporation (Villanta, and collectively with Advize, the Minority Sellers. MIM Inc., Advize and Villanta are collectively referred to herein as the Sellers, individually each a Seller). The Purchaser, Company and the Sellers are sometimes referred to herein individually as a Party and, collectively, as the Parties.

Form of Lock-Up Agreement (February 20th, 2018)

Joint Venture Interest Contribution Agreement, dated as of February 14, 2018 (the Contribution Agreement), by and among (i) CoConnect, Inc., a Nevada corporation (the Purchaser), (ii) Mastermind Involvement Marketing, a Georgia joint venture (the Company), and (iii) Mastermind Marketing, Inc, a Georgia Corporation, Digital Advize, LLC, a Georgia limited liability company, and Villanta Corporation, a Georgia Corporation (collectively the Sellers).

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 5.375% Senior Notes Due 2022 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

Second Amendment to Lease Agreement (February 20th, 2018)

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into as of May 18 , 2017 (the "Effective Date"), by and between HPBB1, LLC, a Georgia limited liability company ("Landlord"), and BLACKBAUD, INC., a Delaware corporation ("Tenant").

Aimmune Therapeutics, Inc. – Amended and Restated Supply Agreement (February 20th, 2018)

This Amended and Restated Supply Agreement (the "Agreement") is entered into as of January 10, 2018 (the "Effective Date") by and between Aimmune Therapeutics, Inc., a Delaware corporation, having its principal place of business at 8000 Marina Boulevard, Suite 300, Brisbane, California 94005 ("Aimmune") and Golden Peanut Company, LLC, a Georgia limited liability company, having its principal place of business at 100 North Point Center East, Suite 400, Alpharetta, Georgia 30022 (together with its Affiliates and subsidiaries, collectively "Supplier"). Aimmune and Supplier are referred to collectively as the "Parties" and individually as a "Party".

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 6.625% Senior Notes Due 2020 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

LENNAR CORPORATION as Issuer, the GUARANTORS Party Hereto and THE BANK OF NEW YORK MELLON as Trustee INDENTURE Dated as of February 20, 2018 5.00% Senior Notes Due 2027 (February 20th, 2018)

INDENTURE, dated as of February 20, 2018 (this Indenture), among LENNAR CORPORATION (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the GUARANTORS named herein and THE BANK OF NEW YORK MELLON, a New York banking corporation having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (the Trustee).

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

InPoint Commercial Real Estate Income, Inc. – MASTER REPURCHASE AGREEMENT COLUMN FINANCIAL, INC., as Administrative Agent (The "Administrative Agent"), CREDIT SUISSE AG, a Company Incorporated in Switzerland, Acting Through Its CAYMAN ISLANDS BRANCH and ALPINE SECURITIZATION LTD, an Exempted Company Organized Under the Laws of the Cayman Islands, as Buyers (The "Buyers") and InPoint CS Loan, LLC, as Seller ("Seller") Dated: February 15, 2018 (February 16th, 2018)

This is a MASTER REPURCHASE AGREEMENT (the "Agreement"), dated as of February 15, 2018, by and among COLUMN FINANCIAL, INC., (the "Administrative Agent") on behalf of buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch ("CS Cayman" and a "Buyer") and Alpine Securitization LTD, an exempted company organized under the laws of the Cayman Islands ("Alpine" and a "Buyer", and collectively, with CS Cayman, the "Buyers") and InPoint CS Loan, LLC, a Delaware limited liability company (the "Seller").

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").