Kaye Scholer Sample Contracts

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

Orexigen Therapeutics – DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT Dated as of March 12, 2018 by and Among OREXIGEN THERAPEUTICS, INC. As Borrower, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as DIP Administrative Agent, and the DIP Lenders Party Hereto (March 12th, 2018)

THIS DEBTOR IN POSSESSION CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this Agreement) is dated as of March 12, 2018, by and among OREXIGEN THERAPEUTICS, INC., a Delaware corporation, as the borrower (the Borrower), WILMINGTON TRUST, NATIONAL ASSOCIATION (Wilmington Trust), as agent (in such capacity, including any successor thereto in such capacity, the DIP Administrative Agent), and each of the lenders party hereto and listed on Schedule 1(A), and any Person who becomes a lender hereto after the date hereof (each a DIP Lender, and collectively, the the DIP Lenders). The Borrower, the DIP Administrative Agent, and the DIP Lenders are sometimes referred to herein individually as a Party and collectively as Parties to this Agreement.

Cc Media Holdings Inc – Restructuring Support Agreement (March 12th, 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

Cc Media Holdings Inc – IHEARTMEDIA, INC., ET AL. RESTRUCTURING TERM SHEET March [ ], 2018 (March 12th, 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.

American Assets Trust, L.P. – Amended and Restated Equity Distribution Agreement (March 5th, 2018)
American Assets Trust, L.P. – Amended and Restated Equity Distribution Agreement (March 5th, 2018)
Cc Media Holdings Inc – Restructuring Support Agreement (March 5th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 16.02, 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

American Assets Trust, L.P. – Amended and Restated Equity Distribution Agreement (March 5th, 2018)

Reference is hereby made to the equity distribution agreement dated May 27, 2015, (the "Original Equity Distribution Agreement"), by and among American Assets Trust, Inc., a Maryland corporation (the "Company"), American Assets Trust, L.P., a Maryland limited partnership (the "Operating Partnership" and, together with the Company, the "Transaction Entities"), and Morgan Stanley & Co. LLC ("Placement Agent"). Capitalized terms used herein and not defined have the respective meanings set forth in the Original Equity Distribution Agreement.

American Assets Trust, L.P. – Amended and Restated Equity Distribution Agreement (March 5th, 2018)
American Assets Trust, L.P. – Amended and Restated Equity Distribution Agreement (March 5th, 2018)

Reference is hereby made to the equity distribution agreement dated May 27, 2015, (the "Original Equity Distribution Agreement"), by and among American Assets Trust, Inc., a Maryland corporation (the "Company"), American Assets Trust, L.P., a Maryland limited partnership (the "Operating Partnership" and, together with the Company, the "Transaction Entities"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Placement Agent"). Capitalized terms used herein and not defined have the respective meanings set forth in the Original Equity Distribution Agreement.

CREDIT AGREEMENT Among (March 1st, 2018)

CREDIT AGREEMENT (this "Agreement"), dated as of January 26, 2018, among ITG INC., a Delaware corporation (the "Borrower"), INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (the "Guarantor"), the several banks and other financial institutions or entities from time to time parties to this Agreement (including, for the avoidance of doubt, any Incremental Lender, the "Lenders"), BANK OF AMERICA, N.A. and BANK OF MONTREAL, as syndication agents (in such capacities, the "Syndication Agents") and JPMORGAN CHASE BANK, N.A., as administrative agent.

Spark Therapeutics, Inc. – Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Double Asterisks Denote Omissions. SUPPLY AGREEMENT (February 27th, 2018)

THIS SUPPLY AGREEMENT (the "Agreement") is entered into as of this 24th day of January, 2018 (the "Effective Date"), by and between Spark Therapeutics, Inc., a Delaware corporation organized under the laws of the State of Delaware, having a principal place of business at 3737 Market Street, Suite 1300, Philadelphia, PA 19104, USA ("Spark"), and Novartis Pharma AG, a Swiss company, with offices at Lichtstrasse 35, CH-4056 Basel, Switzerland ("Novartis"). Spark and Novartis are sometimes referred to herein each as a "Party" and collectively as the "Parties".

Spark Therapeutics, Inc. – LICENSING AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN SPARK THERAPEUTICS, INC. AND NOVARTIS PHARMA AG January 24, 2018 (February 27th, 2018)
Asset Purchase Agreement by and Between Novartis Pharma AG, BioMarin Pharmaceutical Inc. And BioMarin Commercial Ltd. (February 26th, 2018)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of November 21, 2017, by and among Novartis Pharma AG ("Buyer"), BioMarin Pharmaceutical Inc. ("BPI"), and BioMarin Commercial Ltd. ("Seller"). Buyer, BPI, and Seller may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

EntreMed, Inc. – Casi Pharmaceuticals, Inc. Common Stock Sales Agreement (February 23rd, 2018)
$400,000,000 CREDIT AGREEMENT Dated as of November 21, 2017 Among WYNDHAM WORLDWIDE CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, WELLS FARGO BANK, N.A., SUNTRUST BANK, THE BANK OF NOVA SCOTIA, U.S. BANK NATIONAL ASSOCIATION, BARCLAYS BANK PLC and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners JPMORGAN CHASE BANK (February 20th, 2018)
Third Amendment to Credit Agreement (February 20th, 2018)

THIRD AMENDMENT, dated as of December 21, 2017 (this "Agreement"), to the Credit Agreement, dated as of March 26, 2015, among WYNDHAM WORLDWIDE CORPORATION (the "Borrower"), the several lenders and letter of credit issuers from time to time party thereto (collectively, the "Lenders"), BANK OF AMERICA, N.A., as Administrative Agent, and the other parties thereto (as heretofore and as may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.