Kaye Scholer Sample Contracts

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)
Israel State Of – May 16, 2018 (May 16th, 2018)
162107400 Schedule I Closing Checklist Attached. (May 7th, 2018)
RBB Bancorp – AGREEMENT AND PLAN OF MERGER by and Between FIRST AMERICAN INTERNATIONAL CORP. And RBB BANCORP Dated as of April 23, 2018 (April 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of April 23, 2018 (this "Agreement"), by and between First American International Corp., a New York bank holding company (the "Company"), and RBB Bancorp, a California bank holding company ("Parent").

Amended and Restated Receivables Purchase Agreement (April 23rd, 2018)

This AMENDMENT NO. 7, dated as of March 6, 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, 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, and 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 Bank"). Capitalized terms used and

Legacy Reserves Inc. – Second Amendment to Term Loan Credit Agreement (April 6th, 2018)

This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this Second Amendment) dated as of October 30, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the Borrower); each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent); and the Lenders signatory hereto.

Legacy Reserves Inc. – TERM LOAN CREDIT AGREEMENT Dated as of October 25, 2016 Among LEGACY RESERVES LP, as Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent, and THE LENDERS PARTY HERETO (April 6th, 2018)

This TERM LOAN CREDIT AGREEMENT dated as of October 25, 2016, is among Legacy Reserves LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the Borrower); each of the Lenders from time to time party hereto; Cortland Capital Market Services LLC, a Delaware limited liability company (in its individual capacity, Cortland), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the Administrative Agent).

Legacy Reserves Inc. – First Amendment and Waiver to Term Loan Credit Agreement (April 6th, 2018)

This FIRST AMENDMENT AND WAIVER TO TERM LOAN CREDIT AGREEMENT (this First Amendment) dated as of July 31, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the Borrower); each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent); and the Lenders signatory hereto.

Legacy Reserves Inc. – Third Amendment to Term Loan Credit Agreement (April 6th, 2018)

This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this Third Amendment) dated as of December 31, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the Borrower), each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors), CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent), the Lenders under the Credit Agreement (the Existing Lenders) and each other lender joining the Credit Agreement as a Lender pursuant to this Third Amendment as of the date hereof (such Persons, the Incremental Lenders, and together with the Existing Lenders, the Lenders).

Legacy Reserves Inc. – Fourth Amendment to Term Loan Credit Agreement (April 6th, 2018)

This FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this Fourth Amendment) dated as of March 23, 2018, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the Borrower), each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors), CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent), the Lenders under the Term Loan Credit Agreement (the Lenders).

EntreMed, Inc. – Securities Purchase Agreement (March 23rd, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of _______, 2018, between CASI Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

American Realty Capital Trust V, Inc. – Loan Agreement (March 19th, 2018)

LOAN AGREEMENT dated as of December 8 2017 (as the same may be modified, supplemented, amended or otherwise changed, this "Agreement") by and among each of the entities listed on Schedule 1 (each a "Borrower" and collectively together with their respective permitted successors and assigns, "Borrowers"), and SOCIETE GENERALE and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, York (each a "Co-Lender" and collectively, together with their respective successors and/or assigns, "Lender").

American Realty Capital Trust V, Inc. – Guaranty of Recourse Obligations (March 19th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of December 8, 2017, made by and among AMERICAN FINANCE 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, and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, having an address of 1285 Avenue of the Americas, New York, New York 10019 (collectively, together with their respective successors and assigns, hereinafter referred to as "Lender").

Cc Media Holdings Inc – Restructuring Support Agreement (March 19th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 16, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Patriot Transportation Holding, Inc. – Deed of Trust Note (March 16th, 2018)

FOR VALUE RECEIVED, RIVERFRONT HOLDINGS I, LLC, a Delaware limited liability company (the "Borrower"), promises to pay to the order of EAGLEBANK (the "Lender"), at 11961 Tech Road, Lower Level, Silver Spring, Maryland 20904, or at such other place as the holder hereof may from time to time designate in writing, in lawful money of the United States of America, without defense, offset or counterclaim, the principal sum of Ninety Million and No/100 Dollars ($90,000,000.00), or so much thereof as may be advanced and outstanding hereunder or under the other Loan Documents (hereinafter defined), including without limitation any Protective Advances (hereinafter defined), together with interest as described below and in accordance with the following terms and provisions:

Patriot Transportation Holding, Inc. – Loan Agreement (March 16th, 2018)

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of the ___ day of November, 2017, by and between EAGLEBANK (the "Lender") and RIVERFRONT HOLDINGS I, LLC, a Delaware limited liability company (the "Borrower"), recites and provides:

Cc Media Holdings Inc – Restructuring Support Agreement (March 15th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 15, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – IHEARTMEDIA, INC., ET AL. RESTRUCTURING TERM SHEET March [ ], 2018 (March 14th, 2018)

This Term Sheet (including the exhibits attached hereto, the Term Sheet)1 sets forth the principal terms of a financial restructuring (the Restructuring) of the existing debt, existing equity interests in, and certain other obligations of iHeartMedia, Inc. (iHeart) on behalf of itself and certain of its subsidiaries listed on Annex 1 hereto (collectively with iHeart, the Company Parties), through a chapter 11 plan of reorganization (the Plan) to be filed by the Company Parties in connection with commencing cases (the Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code). Following the occurrence of the Restructuring Effective Date, iHeart shall be referred to herein as Reorganized iHeart.

Cc Media Holdings Inc – Restructuring Support Agreement (March 14th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

NorthStar Realty Europe Corp. – First Amendment to Credit Agreement and New Lender Joinder Agreement (March 13th, 2018)

FIRST AMENDMENT TO CREDIT AGREEMENT AND NEW LENDER JOINDER AGREEMENT, dated as of March 9, 2018 (this "Agreement"), among NORTHSTAR REALTY EUROPE LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), NORTHSTAR REALTY EUROPE CORP., a Maryland corporation ("Holdings"), the Lenders party hereto, and BANK OF AMERICA, N.A. ("Bank of America"), as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

Fairmount Santrol Holdings Inc. – REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of November 1, 2017 (March 13th, 2018)

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of November 1, 2017, is entered into by and among FAIRMOUNT SANTROL INC., a Delaware corporation (the Borrower Representative and together with each other Person which is, as of the Closing Date, signatory hereto as a borrower or is subsequently joined hereto as a borrower from time to time, collectively, the Borrowers, and each a Borrower), FMSA INC., a Delaware corporation (Holdings), the Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION (PNC), as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, the Collateral Agent) and PNC CAPITAL MARKETS LLC (PNC Capital Markets), as Lead Arranger and Bookrunner.

Cc Media Holdings Inc – IHEARTMEDIA, INC., ET AL. RESTRUCTURING TERM SHEET March [ ], 2018 (March 13th, 2018)

This Term Sheet (including the exhibits attached hereto, the Term Sheet)1 sets forth the principal terms of a financial restructuring (the Restructuring) of the existing debt, existing equity interests in, and certain other obligations of iHeartMedia, Inc. (iHeart) on behalf of itself and certain of its subsidiaries listed on Annex 1 hereto (collectively with iHeart, the Company Parties), through a chapter 11 plan of reorganization (the Plan) to be filed by the Company Parties in connection with commencing cases (the Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code). Following the occurrence of the Restructuring Effective Date, iHeart shall be referred to herein as Reorganized iHeart.

Fairmount Santrol Holdings Inc. – TERM LOAN CREDIT AND GUARANTY AGREEMENT Dated as of November 1, 2017 (March 13th, 2018)

This PLEDGE AND SECURITY AGREEMENT, dated as of November 1, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, this Agreement), between FMSA Inc. (Holdings), Fairmount Santrol Inc. (the Borrower) and each of the subsidiaries of Holdings or the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a Grantor), and Barclays Bank PLC as co7llateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the Collateral Agent).

Cc Media Holdings Inc – Restructuring Support Agreement (March 13th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1