Jones Day Sample Contracts

CREDIT AGREEMENT Dated as of October 10, 2018, by and Among (October 16th, 2018)

THIS CREDIT AGREEMENT (this "Agreement") dated as of October 10, 2018 by and among CORPORATE OFFICE PROPERTIES, L.P., a limited partnership formed under the laws of the State of Delaware (the "Borrower"), CORPORATE OFFICE PROPERTIES TRUST, a real estate investment trust formed under the laws of the State of Maryland (the "Parent"), each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5., and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), with KEYBANC CAPITAL MARKETS, INC., JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers (the "Joint Lead Arrangers"), KEYBANC CAPITAL MARKETS, INC., and JPMORGAN CHASE BANK, N.A., as Joint Book Runners (the "Joint Book Runners"), JPMORGAN CHASE BANK, N.A., as Syndication Agent (the "Syndication Agent"), and each of CITIBANK,

YETI Holdings, Inc. – Registration Rights Agreement (October 15th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of [*], 2018, by and among YETI Holdings, Inc., a Delaware corporation (the Company), Cortec Group Fund V, L.P., a Delaware limited partnership (including any permitted Transferees, the Fund), Cortec Co-Investment Fund V, LLC, a Delaware limited liability company (including any permitted Transferees, Cortec Co-Invest), and the other parties listed on the signature pages hereto.

Westmoreland Coal Company – United States Bankruptcy Court Southern District of Texas Houston Division (October 10th, 2018)

Upon the motion (the "Motion") of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an interim order (this "Interim Order"), (a) approving the Procedures related to transfers of Beneficial Ownership of Common Stock, and (b) directing that any purchase, sale, other transfer of, or declaration of worthlessness with respect to Common Stock in violation of the Procedures shall be null and void ab initio, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. SSSS 157 and 1334; and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. SSSS 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors' estates, their cred

Contract (October 2nd, 2018)

Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Contract (October 1st, 2018)
YETI Holdings, Inc. – CREDIT AGREEMENT Dated as of May 19, 2016, Among YETI HOLDINGS, INC., as Borrower, the Lenders and Issuing Banks Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent COMPASS BANK, as Documentation Agent NEWSTAR FINANCIAL, INC. And JEFFERIES FINANCE LLC, as Co-Documentation Agents for the Tranche B Term Loan CITIZENS BANK, N.A. KEYBANK NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents (September 27th, 2018)

CREDIT AGREEMENT dated as of May 19, 2016 (this Agreement), among YETI HOLDINGS, INC., a Delaware corporation (the Borrower), the LENDERS and ISSUING BANKS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

YETI Holdings, Inc. – Stockholders Agreement (September 27th, 2018)

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of this [*] day of [*], 2018, by and among YETI Holdings, Inc., a Delaware corporation (the Company), Cortec Management V, LLC, a Delaware limited liability company (including any successors and Permitted Assigns, Cortec Management), in its capacity as managing general partner of Cortec Group Fund V, L.P., Cortec Co-Investment Fund V, LLC, a Delaware limited liability company (Cortec Co-Invest), John T. Miner (Miner) and Allison S. Klazkin (Klazkin, and collectively with Cortec Co-Invest and Miner, individually an Investor and collectively the Investors).

Kodiak Sciences Inc. – Kodiak Sciences Inc. Investors Rights Agreement (September 24th, 2018)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 8, 2015, by and among KODIAK SCIENCES INC., a Delaware corporation (the Company), and each of the stockholders of the Company that has delivered a signature page hereto (the Investors).

Northern Oil & Gas Inc – NORTHERN OIL AND GAS, INC. 8.50% SENIOR SECURED SECOND LIEN NOTES DUE 2023 FIRST SUPPLEMENTAL INDENTURE Dated as of September 18, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Agent (September 18th, 2018)
Credit Agreement (September 14th, 2018)

This CREDIT AGREEMENT (this "Agreement") is entered into as of September 11, 2018, among THE TIMKEN COMPANY, an Ohio corporation (the "Borrower"), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender").

YETI Holdings, Inc. – CREDIT AGREEMENT Dated as of May 19, 2016, Among YETI HOLDINGS, INC., as Borrower, the Lenders and Issuing Banks Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent COMPASS BANK, as Documentation Agent NEWSTAR FINANCIAL, INC. And JEFFERIES FINANCE LLC, as Co-Documentation Agents for the Tranche B Term Loan CITIZENS BANK, N.A. KEYBANK NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents (September 11th, 2018)

CREDIT AGREEMENT dated as of May 19, 2016 (this Agreement), among YETI HOLDINGS, INC., a Delaware corporation (the Borrower), the LENDERS and ISSUING BANKS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

Openwave Systems Ltd – Transaction Agreement (September 11th, 2018)
Kodiak Sciences Inc. – Convertible Note Purchase Agreement (September 7th, 2018)

This Convertible Note Purchase Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of February 2, 2018 (the Effective Date) by and among Kodiak Sciences Inc., a Delaware corporation (the Company), and the purchasers from time to time party hereto (each a Purchaser and collectively, the Purchasers), and, solely for purposes of Section 2.3, Baker Bros. Advisors LP.

Kodiak Sciences Inc. – Kodiak Sciences Inc. Investors Rights Agreement (September 7th, 2018)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 8, 2015, by and among KODIAK SCIENCES INC., a Delaware corporation (the Company), and each of the stockholders of the Company that has delivered a signature page hereto (the Investors).

The TIMKEN COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of September 6, 2018 (September 6th, 2018)
Second Amendment to Credit Agreement (September 6th, 2018)
XCEL ENERGY INC. (A Minnesota Corporation) COMMON STOCK (PAR VALUE $2.50 PER SHARE) EQUITY DISTRIBUTION AGREEMENT (September 5th, 2018)
Nrg Yield Inc. – Third Amended and Restated Right of First Offer Agreement (September 5th, 2018)

THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENT (this Agreement) is made and entered into as of the 31st day of August, 2018 (the Effective Date), by and between NRG ENERGY, INC., a Delaware corporation (NRG), and NRG YIELD, INC., a Delaware corporation (Yield). NRG and Yield are sometimes referred to herein individually as a Party and collectively as the Parties.

Marathon Petroleum Corporation – 364-Day REVOLVING CREDIT AGREEMENT Dated as of August 28, 2018, Among MARATHON PETROLEUM CORPORATION, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (August 31st, 2018)

364-DAY REVOLVING CREDIT AGREEMENT dated as of August 28, 2018, among MARATHON PETROLEUM CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FIVE-YEAR REVOLVING CREDIT AGREEMENT Dated as of August 28, 2018, Among MARATHON PETROLEUM CORPORATION, the LENDERS Party Hereto And (August 31st, 2018)

FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of August 28, 2018, among MARATHON PETROLEUM CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Marathon Petroleum Corporation – FIVE-YEAR REVOLVING CREDIT AGREEMENT Dated as of August 28, 2018, Among MARATHON PETROLEUM CORPORATION, the LENDERS Party Hereto And (August 31st, 2018)

FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of August 28, 2018, among MARATHON PETROLEUM CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

364-Day REVOLVING CREDIT AGREEMENT Dated as of August 28, 2018, Among MARATHON PETROLEUM CORPORATION, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (August 31st, 2018)

364-DAY REVOLVING CREDIT AGREEMENT dated as of August 28, 2018, among MARATHON PETROLEUM CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Rex Energy Corporation – Asset Purchase Agreement Dated as of August 24, 2018, by and Among Rex Energy Corporation, and Rex Subsidiaries, Collectively, as Sellers, and Pennenergy Resources, Llc, as Buyer (August 27th, 2018)
Fourth Amendment to Credit Agreement (August 24th, 2018)

FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of August 24, 2018, by and among WEX INC., a Delaware corporation (the "Company"), WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower (as defined in the Existing Credit Agreement referred to below), WEX CARD HOLDINGS AUSTRALIA PTY LTD. (the "Specified Designated Borrower"), (together with the Company and the Designated Borrower, the "Amendment Loan Parties"), each of the Lenders party hereto, the Incremental Term A-3 Lenders (as defined herein), the Additional Term A-3 Lender (as defined in Exhibit A), the Incremental Revolving Lenders (as defined herein) and BANK OF AMERICA, N.A., as the Administrative Agent, Swing Line Lender and L/C Issuer (as defined in the Existing Credit Agreement referred to below).

Babcock & Brown Air Limited – Contract (August 24th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 13, 2018, is entered into by and among Fly Leasing Limited, a Bermuda exempted company (including its successors, the "Company"), and each of the shareholders of the Company that is listed in the signature pages hereof (each, an "Investor" and, collectively the "Investors," which term shall include individuals who purchase New Shares pursuant to the Summit Securities Purchase Agreement (each as defined below)).

Babcock & Brown Air Limited – Registration Rights Agreement (August 24th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 18, 2018, is entered into by and between Fly Leasing Limited, a Bermuda exempted company (including its successors, the "Company"), and AirAsia Group Berhad, a company incorporated and existing under the laws of Malaysia (the "Investor").

Babcock & Brown Air Limited – Fly Leasing Limited Securities Purchase Agreement (August 24th, 2018)

This Securities Purchase Agreement (this "Agreement") is made as of the 11th day of July, 2018, by and among Fly Leasing Limited, a Bermuda exempted company (the "Company") and Meridian Aviation Partners Limited, an Irish company limited by shares (the "Investor"), and solely for purposes of Section 7.5, the Persons set forth on Schedule I hereto (the "Onex Shareholders"). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Exhibit A hereto.

Babcock & Brown Air Limited – Fly Leasing Limited Subscription Agreement (August 24th, 2018)

This Subscription Agreement (this "Agreement") is made as of the 18th day of July 2018, by and among Fly Leasing Limited, a Bermuda exempted company (the "Company"), AirAsia Group Berhad, a company incorporated and existing under the laws of Malaysia (the "Investor") and AirAsia Berhad, a company incorporated and existing under the laws of Malaysia (the "Guarantor," and together with the Investor, collectively, the "Investor Parties" and each an "Investor Party"). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Exhibit A hereto.

Babcock & Brown Air Limited – Fly Leasing Limited Securities Purchase Agreement (August 24th, 2018)

This Securities Purchase Agreement (this "Agreement") is made as of the 11th day of July, 2018, by and among Fly Leasing Limited, a Bermuda exempted company (the "Company"), and Summit Aviation Holdings LLC, a Delaware limited liability company ("Summit"). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Exhibit A hereto.

Contura Energy, Inc. – Transition Services Agreement (August 21st, 2018)

THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into as of July 26, 2016, by and among Contura Energy, Inc., a Delaware corporation ("Contura Energy"), Alpha Natural Resources, Inc., a Delaware corporation ("Alpha Natural Resources"), and ANR, Inc., a Delaware corporation ("ANR"), each a "Party" and together, the "Parties."

ABL CREDIT AGREEMENT Among CUMULUS MEDIA INTERMEDIATE INC., CUMULUS MEDIA NEW HOLDINGS INC., as a Borrower, (August 20th, 2018)
EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Between NORSTAN COMMUNICATIONS, INC., NXOF INTERMEDIATE HOLDINGS, INC. And BLACK BOX CORPORATION Dated as of August 17, 2018 (August 20th, 2018)
Notwithstanding Any Other Provision in This Agreement to the Contrary, Section 2(a)(i) and Section 3 of This Agreement Shall Automatically Terminate and Have No Further Force or Effect Upon the Earlier of (X) the Date That Is 36 Months After the Date of the Consummation of a Change of Control or (Y) the Fifth Anniversary of the Closing Date. 3. Non-Disparagement Covenant. Neither the Restricted Party or Any of Its Controlled Affiliates, on the One Hand, Nor the Buyer, the Company or Any of Their Respective Controlled Affiliates, on the Other Hand, Shall Each Directly or Indirectly, in Its Own (August 20th, 2018)
Share Repurchase Agreement (August 15th, 2018)
Pgt – Page SECTION 3.08. Special Mandatory Redemption 51 ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes 51 SECTION 4.02. Maintenance of Office or Agency 52 SECTION 4.03. Corporate Existence 52 SECTION 4.04. Payment of Taxes 52 SECTION 4.05. [Reserved] 53 SECTION 4.06. Compliance Certificate; Notice of Default 53 SECTION 4.07. [Reserved] 53 SECTION 4.08. Waiver of Stay, Extension or Usury Laws 53 SECTION 4.09. Change of Control 53 SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock 56 SECTION 4.11. Restricted Payments 60 SECTION 4.12. Liens 65 SECTION 4.13. Asset Sales 66 (August 13th, 2018)