Kaye Scholer Sample Contracts

Gastar Exploration Inc. – Contract (January 22nd, 2019)
American Assets Trust, L.P. – Second Amended and Restated Credit Agreement (January 9th, 2019)

FIRST AMENDMENT, dated as of January 9, 2019 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of January 9, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the date hereof, the "Credit Agreement), among American Assets Trust, Inc., a Maryland corporation (the "REIT"), American Assets Trust, L.P., a Maryland limited partnership (the "Borrower"), the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent thereunder. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Starwood Property Trust – First Amendment to Third Amended and Restated Credit Agreement (January 7th, 2019)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 28, 2018 among STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C., a Delaware limited liability company ("Starwood Property Mortgage Sub-10"), STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C., a Delaware limited liability company ("Starwood Property Mortgage Sub-10-A"; and together with Starwood Property Mortgage Sub-10, each a "Borrower" and collectively, the "Borrowers"), STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the "Parent"), CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent.

Glowpoint Inc – Contract (December 27th, 2018)
Credit Agreement (December 10th, 2018)

I, the undersigned, the Chief Financial Officer of Urban One, Inc., a Delaware corporation (the "Borrower"), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that:

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and CITIBANK, N.A., CITIZENS BANK, NATIONAL ASSOCIATION, GOLDMAN SACHS LENDING PARTNERS LLC, REGIONS BANK, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents Dated as of December 4, 2018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORA (December 5th, 2018)
Resolute Energy Corp. – AGREEMENT AND PLAN OF MERGER by and Among CIMAREX ENERGY CO., CR SUB 1 INC., CR SUB 2 LLC and RESOLUTE ENERGY CORPORATION Dated as of November 18, 2018 (November 20th, 2018)
Contract (November 20th, 2018)
Union Acquisition Corp. – Share Exchange Agreement by and Among Union Acquisition Corp. The Pre-Closing Union Representative and Bioceres, Inc. Dated as of November 8, 2018 (November 13th, 2018)

THIS SHARE EXCHANGE AGREEMENT, dated as of November 8, 2018, is made by and among UNION ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands ("Union"), Joseph J. Schena (the "Pre-Closing Union Representative"), solely in his capacity as representative of the holders of Union Ordinary Shares immediately prior to the Closing and their successors, and Bioceres, Inc., a Delaware corporation ("Bioceres"), and its successor. Union and Bioceres are, from time to time, referred to individually herein as a "Party", and collectively as the "Parties". Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE 1.

Union Acquisition Corp. – Lock-Up Agreement (November 13th, 2018)

THIS LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of November 8, 2018, effective as of the Closing of the transactions contemplated by the Share Exchange Agreement (as defined herein), by and among (i) Union Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as "Bioceres Crop Solutions Corp." (including any successor entity thereto, "Union"), (ii) Joseph J. Schena, in his capacity under the Share Exchange Agreement as the Pre-Closing Union Representative (including any successor Pre-Closing Union Representative appointed in accordance therewith, the "Pre-Closing Union Representative"), and (iii) the undersigned holder ("Holder" and together with Union and the Pre-Closing Union Representative, collectively the "Parties" and individually a "Party"). Any capitalized term used but not defined in this Agreem

Starwood Property Trust – Contract (November 9th, 2018)
Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and CITIBANK, N.A., CITIZENS BANK, NATIONAL ASSOCIATION, GOLDMAN SACHS LENDING PARTNERS LLC, REGIONS BANK, SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents Dated as of [], 2018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPM (November 8th, 2018)
Master Supply Agreement Between Sunpower Corporation and Enphase Energy, Inc. (October 23rd, 2018)

This Master Supply Agreement ("MSA") is entered into on the Closing Date ("Closing Date") of the Asset Purchase Agreement ("APA"), as defined herein, ("Effective Date"), between SunPower Corporation, a Delaware corporation with offices at 77 Rio Robles, San Jose, California 95134 ("SunPower"), and Enphase Energy, Inc., a Delaware corporation with offices at 1420 N. McDowell Blvd., Petaluma, CA 94954 ("Enphase"). SunPower and Enphase, each together with all of its directly and indirectly owned or controlled Subsidiaries, may be referred to individually as a "Party" and collectively as the "Parties."

Amended and Restated Receivables Purchase Agreement (October 22nd, 2018)

This AMENDMENT NO. 8, dated as of August 17, 2018 (this "Amendment"), is made with respect to that certain Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified, the "Agreement"), among LPAC CORP., a Delaware corporation ( the "Seller"), LENNOX INDUSTRIES INC., a Delaware corporation, as master servicer thereunder (in such capacity, the "Master Servicer"), VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser, MUFG BANK, LTD. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrative agent for the Investors (in such capacity, the "Administrative Agent"), the purchaser agent for the BTMU Purchaser Group (in such capacity, the "BTMU Purchaser Agent") and a BTMU Liquidity Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB"), as the purchaser agent for the WFB Purchaser Group (in such capacity, the "WFB Purchaser Agent") and a WFB Liquidity Bank (the "WFB Liquidity B

Caliburn International Corp – Credit Agreement (October 19th, 2018)
Getty Realty Corporation – First Amendment to Amended and Restated Credit Agreement (September 24th, 2018)

FIRST AMENDMENT, dated as of September 19, 2018 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of March 23, 2018 (as amended, modified, supplemented, increased and extended from time to time, the "Credit Agreement"), among Getty Realty Corp., a Maryland corporation, as Borrower, certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, the lenders from time to time party thereto (the "Lenders"), the L/C Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent and Swing Line Lender thereunder (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

SUPERSEDING AND AMENDED DEFINITIVE CLASS SETTLEMENT AGREEMENT OF THE RULE 23(b)(3) CLASS PLAINTIFFS AND THE DEFENDANTS (September 18th, 2018)

Subject to the approval of the Court, and as further set forth below, this Superseding and Amended Definitive Class Settlement Agreement of the Rule 23(b)(3) Class Plaintiffs and the Defendants (the "Superseding and Amended Class Settlement Agreement"), which amends, modifies, and supersedes the Definitive Class Settlement Agreement (as defined herein), is made as of the 17th day of September, 2018, by and among the Rule 23(b)(3) Class Plaintiffs defined below, individually and as representatives of the Rule 23(b)(3) Settlement Class defined below, the Rule 23(b)(3) Class Counsel defined below, and the Defendants defined below.

Legacy Reserves Inc. – Fifth Amendment to Term Loan Credit Agreement (September 14th, 2018)
Legacy Reserves Inc. – Fifth Amendment to Term Loan Credit Agreement (September 14th, 2018)
Legacy Reserves Inc. – Fifth Amendment to Term Loan Credit Agreement (September 14th, 2018)
Legacy Reserves Lp – Fifth Amendment to Term Loan Credit Agreement (September 14th, 2018)
CONFIDENTIAL TREATMENT REQUESTED Execution Copy AMENDMENT NO. 1 TO RECEIVABLES LOAN AND SECURITY AGREEMENT AMENDMENT NO. 1 DATED JUNE 8, 2018 (This "Amendment") to the RECEIVABLES LOAN AND SECURITY AGREEMENT, DATED AS OF JANUARY 25, 2018 (The "Existing Agreement"), Among VOLT FUNDING II, LLC (The "Borrower"), VOLT INFORMATION SCIENCES, INC. (The "Servicer"), AUTOBAHN FUNDING COMPANY LLC ("Autobahn"), as Conduit Lender, the OTHER LENDERS PARTY THERETO, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH ("DZ Bank"), as Agent (The "Agent") and Autobahn and DZ Bank (September 7th, 2018)
ENPHASE ENERGY, INC. 4.00% Convertible Senior Notes Due 2023 PURCHASE AGREEMENT (August 17th, 2018)
American Realty Capital New York City REIT, Inc. – Loan Agreement (August 14th, 2018)
American Realty Capital New York City REIT, Inc. – Guaranty of Recourse Obligations (August 14th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of April 13, 2018, made by and among NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 106 York Road, Jenkintown, Pennsylvania 19046 ("Guarantor"), in favor of SOCIETE GENERALE, having an address of 245 Park Avenue, New York, New York 10167 (together with its successors and assigns, hereinafter referred to as "Lender").

Credit Agreement (364-Day Commitment) (August 8th, 2018)

THIS CREDIT AGREEMENT (364-DAY COMMITMENT) ("this Agreement") is entered into as of June 1, 2018, among The Charles Schwab Corporation, a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender"), and Citibank, N.A., as administrative agent for the Lenders (the "Agent").

Credit Agreement (August 7th, 2018)

This CREDIT AGREEMENT is entered into as of June 21, 2018 among ALBEMARLE CORPORATION, a Virginia corporation (the "Company"), ALBEMARLE GLOBAL FINANCE COMPANY SCA, a Belgian partnership limited by shares ("societe en commandite par actions" - "commanditaire vennootschap op aandelen") ("Albemarle Global"), ALBEMARLE EUROPE SPRL, a private limited liability company organized under the laws of Belgium ("societe privee a responsabilite limitee") ("Albemarle Europe", and together with Albemarle Global, the "Belgian Borrowers" and together with the Company and any other Subsidiary of the Company party hereto pursuant to Section 2.14, collectively, the "Borrowers"), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

WELLTOWER INC. Shares of Common Stock (Par Value $1.00 Per Share) AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT (August 3rd, 2018)
Asset Purchase Agreement (June 12th, 2018)

This ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of June 12, 2018, by and between SunPower Corporation, a Delaware corporation (the "Seller"), and Enphase Energy, Inc., a Delaware corporation (the "Buyer"). The Seller and the Buyer are referred to collectively as the "Parties" and each as a "Party."

BrightView Holdings, Inc. – Brickman Acquisition Holdings, Inc. (June 11th, 2018)
BrightView Holdings, Inc. – Amended and Restated Indemnification Agreement (June 11th, 2018)
Employment Agreement (May 23rd, 2018)

THIS EMPLOYMENT AGREEMENT ("Agreement") effective as of August 1, 2016, by and between Spanish Broadcasting System, Inc., a corporation existing under the laws of Delaware with offices located at 7007 NW 77th Avenue, Miami, FL 33166 (the "Company") and Richard D. Lara ("Executive"), an individual whose principal place of residence and current mailing address is ---------------------------------------------------.

Amendment to Employment Agreement (May 23rd, 2018)

Amendment dated as of February 1, 2018 ("Amendment") to the Employment Agreement dated as of August 1, 2016, by and between Spanish Broadcasting System Inc., a corporation existing under the laws of Delaware with offices located at 7007 NW 77th Avenue, Miami, FL 33166 (the "Company") and Richard D. Lara ("Executive"), an individual whose principal place of residence and current mailing address is ------------------------------------------- ("Employment Agreement").

Israel State Of – State of Israel Ministry of Finance Office of the Legal Advisor (May 16th, 2018)