Kirkland & Ellis Sample Contracts

SECURITIES PURCHASE AGREEMENT Dated as of April 13, 2011 AMONG K12 INC. AND THE OTHER PARTIES NAMED HEREIN (April 18th, 2011)
COMMITMENT NAME DESCRIPTION HOURLY RATE FULL(1) OR PART(2)TIME - ----------------- --------------------------------- ----------- ---------------------- James Bonsall President - Engine & 2006-$670 Full Transmission Group 2007-$700 (December 14th, 2006)

COMMITMENT NAME DESCRIPTION HOURLY RATE FULL(1) OR PART(2)TIME - ----------------- --------------------------------- ----------- ---------------------- Robert Busch Vice President - Finance Engine & 2006-$550 Full Transmission Group 2007-$565 Fred Zorn Plant Manager - New Holstein 2006-$450 Full Operations 2007-$470 Bob Sullivan Director APS 2006-$525 Full 2007-$550 Parmesh Bhaskaran Vice President APS 2006-$495 Full 2007-$520 Steve Hilgendorf Vice President APS 2006-$430 Full

Contract (October 11th, 2006)

Exhibit 10.1 - ------------------------------------------------------------------------------- Published CUSIP Number: [o] SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 10, 2006 among CONSECO, INC., BANK OF AMERICA, N.A., as Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO - ------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC. Joint Lead Arrangers and Join

Contract (August 3rd, 2006)

Exhibit 10.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 2, 2006, among Level 3 Communications, Inc., a Delaware corporation ("Parent") and Cheshire Holding Corp., as agent (the "Stockholders' Agent") for the securityholders of the Looking Glass Networks Holding Co., Inc., a Delaware corporation (the "Company"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Parent, Eldorado Acquisition One, Inc., a Delaware corporation ("Merger Sub"), the Company and the Stockholders' Agent are parties to a Agreement and Plan of Merger, dated as of June 2, 2006 (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"); WHEREAS, in connection with

Contract (July 7th, 2006)

EXHIBIT 10.2 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of June 30, 2006, is among COURT SQUARE CAPITAL LIMITED, a Delaware corporation, solely in its capacity as the lender under that certain Third Secured Term Loan Agreement described below ("CSCL"), CITICORP MEZZANINE III, L.P., a Delaware limited partnership ("CMP"), BNY MIDWEST TRUST COMPANY, in its capacity as collateral agent and trustee for the holders of the Second Secured Notes described below (the "Second Lien Agent") and WELLS FARGO FOOTHILL, INC., in its capacity as arranger and administrative agent for the lenders party to the Credit Agreement described below, and its successors and assigns (the "First Lien Agent"). RECITALS A. Contemporaneously herewith, MSX International, Inc. (the "Company"), each of the Domestic Borrowing Subsidiaries of the Company party thereto from time to time (the "D

Contract (June 19th, 2006)

Page ---- SECTION 1. DEFINITIONS 1 1.1 Defined Terms.................................................... 1 1.2 Other Definitional Provisions.................................... 21 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 22 2.1 Term Commitments................................................. 22 2.2 Procedure for Term Loan Borrowing................................ 22 2.3 Repayment of Term Loans.......................................... 22 2.4 Optional Prepayments............................................. 22 2.5 Mandatory Prepayments............................................ 23 2.6 Conversion and Continuation Options.............................. 24 2.7 Limitations on Eurodollar Tranc

Onyx Software – Contract (June 6th, 2006)

VESTED NUMBER OF OPTIONS SHARES AS OF SHAREHOLDER OWNED 5/31/06* TOTAL ----------- --------- -------- --------- Janice P Anderson 60,833 188,750 249,583 Robert J Chamberlain 71,000 43,750 115,150 Todd Chambers 21,000 -- 21,000 John S Denault 21,000 68,937 89,937 Philip Minasian 21,000 -- 21,000 Mary A Reeder 24,112 179,499 203,611 Andrew Leonard Rees 21,000 66,404 87,404 Sheryl Routh 10,000 -- 10,000 --------- ------- ---------

Contract (June 5th, 2006)

Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT This AGREEMENT (this "Agreement"), dated as of [__], 2006, among Level 3 Communications, Inc., a Delaware corporation ("Parent") and Cheshire Holding Corp., as agent (the "Stockholders' Agent") for the securityholders of the Looking Glass Networks Holding Co., Inc., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, Parent, Eldorado Acquisition One, Inc., a Delaware corporation ("Merger Sub"), the Company and the Stockholders' Agent are parties to a Agreement and Plan of Merger, dated as of June 2, 2006 (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"); WHEREAS, in connection with the Merger, certain stockholders of the Company will receive an aggregate of [ ] shares (such shares, the "Shares") of common stock, par value $0.01 per

Contract (May 18th, 2006)

Exhibit 10.1 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made as of May 15, 2006, by and among Covansys Corporation, a Michigan corporation (the "Company"), the Company's Subsidiaries and Affiliates listed on the signature page to this Amendment (together with the Company, each a "Seller" and collectively "Sellers") and Saber Solutions, Inc., f/k/a Cobalt Public Sector, Inc., a Delaware corporation ("Buyer"). RECITALS A. We have entered into an Asset Purchase Agreement, dated March 8, 2006 (the "Asset Purchase Agreement"), which provides for the sale of the Business by Sellers to Buyer on the terms and subject to the conditions set forth therein. B. We have decided that a number of changes should be made to the Asset Purchase Agreement. C. We are entering this Amendment to amend the Asset Purchase Agreement as provided below.

Contract (May 5th, 2006)
JDA Software – Contract (April 27th, 2006)

PAGE ---- Section 1. Authorization and Closing................................... 1 1A. Authorization of the Preferred Stock........................ 1 1B. Purchase and Sale of the Preferred Stock.................... 1 1C. Initial Conversion Price of the Preferred Stock............. 1 1D. The Closing................................................. 2 Section 2. Conditions of Each Purchaser's Obligation at the Closing.... 2 2A. Representations and Warranties; Covenants................... 2 2B. Manugistics Acquisition..................................... 2 2C. Certificate of Designation.................................. 2 2D. Articles of Incorporation................................... 2 2E. Company's Bylaws..........

Contract (March 17th, 2006)

Exhibit 10.1 AMENDMENT NO. 4 TO FINANCING AGREEMENT AND WAIVER THIS AMENDMENT NO. 4 TO FINANCING AGREEMENT AND WAIVER, dated as of March 17, 2006 (this "Amendment"), by and among Solutia Inc., as a debtor --------- and debtor-in-possession, a Delaware corporation (the "Parent"), and Solutia ------ Business Enterprises, Inc., as a debtor and debtor-in-possession, a New York corporation, ("Solutia Business" and together with the Parent, each a ---------------- "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent -------- --------- listed as a "Guarantor" on the signature pages hereto, each as a debtor and debtor-in-possession (each a "Guarantor" and collectively, the --------- "Guarantors"), the lenders from time to time party hereto (each a "Lender" ----------

Contract (March 10th, 2006)

PAGE ---- ARTICLE 1 PURCHASE AND SALE OF ASSETS.................................... 1 1.1 Purchased Assets................................................ 1 1.2 Excluded Assets................................................. 3 1.3 Assumed Liabilities............................................. 3 1.4 Liabilities Not Assumed......................................... 4 ARTICLE 2 CLOSING AND PURCHASE PRICE..................................... 5 2.1 Closing......................................................... 5 2.2 Deliveries at the Closing....................................... 6 2.3 Purchase Price and Purchase Price Adjustment.................... 6 2.4 The Post-Closing Adjustment Payments............................ 7 2.5 Allocation of Purchase Price..

Liberte Investors Inc. – Aggregate Installment Date Principal Amount - ---------------- ------------------- April 30, 2006 $1,388,000 July 31, 2006 $1,388,000 October 31, 2006 $1,388,000 January 31, 2007 $1,388,000 April 30, 2007 $1,388,000 July 31, 2007 $1,388,000 October 31, 2007 $1,388,000 (January 18th, 2006)
Contract (December 21st, 2005)

Exhibit 10.1.1 EXECUTION COPY AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 20, 2005 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") among CONSECO, INC., a Delaware corporation (the "Borrower"), the lenders providing the Commitment Increase (as defined in the Credit Agreement referred to below) signatory hereto (collectively, the "Increasing Lenders") and BANK OF AMERICA, N.A., as administrative agent (the "Agent") for the Lenders. PRELIMINARY STATEMENTS: (1) The Borrower, the Subsidiary Guarantors referred to therein, the Lenders, the Agent and JPMorgan Chase Bank, N.A. ("JPMC"), as syndication agent, have entered into an Amended and Restated Credit Agreement dated as of August 15, 2005 (as amended, restated, supplemen

Contract (December 21st, 2005)

Exhibit 10.1 EXECUTION COPY STOCK PURCHASE AGREEMENT BETWEEN SOLUTIA INC., VITRO, S.A. DE C.V. AND VITRO PLAN, S.A. DE C.V. FOR THE SERIES A, CLASS I AND CLASS II CAPITAL STOCK OF QUIMICA M, S.A. DE C.V. NOVEMBER 23, 2005 TABLE OF CONTENTS Page ---- ARTICLE 1 CONSTRUCTION AND DEFINITIONS.......................................2 1.1 Construction.......................................................2 1.2 Definitions..........................................

Goodys Family Clothing Inc – Contract (October 11th, 2005)
Contract (August 16th, 2005)

Exhibit 10.1 EXECUTION COPY - -------------------------------------------------------------------------------- Published CUSIP Number: ________ AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 15, 2005 among CONSECO, INC., BANK OF AMERICA, N.A., as Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO - -------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC and

Synagro Technologies – Contract (May 23rd, 2005)

PAGE ---- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Defined Terms..........................................................................1 Section 1.02 Other Interpretative Provisions.......................................................40 Section 1.03 Accounting Terms and Determinations...................................................41 Section 1.04 Rounding..............................................................................42 Section 1.05 Times of Day..........................................................................42 Section 1.06 Letter of Credit Amounts..............................................

SeaBright Insurance Holdings, Inc. – Contract (April 5th, 2005)

Exhibit 10.44 EMPLOYMENT AGREEMENT This Agreement, dated as of March 31, 2005, is by and between Debra Drue Wax ("Executive") and SeaBright Insurance Company, an Illinois domiciled insurance company ("Employer"), a wholly owned subsidiary of SeaBright Insurance Holdings, Inc., a Delaware corporation ("Holdings"). 1. PERIOD OF EMPLOYMENT. Employer shall employ Executive to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period (the "Period of Employment") commencing on the date of this Agreement and ending on the date upon which the Period of Employment is terminated in accordance with Section 4. 2. POSITION AND RESPONSIBILITIES. (a) Position. Executive accepts employment with Employer as General Counsel, Sr. Vice President and Corporate Secretary and shall perform all services appropriate to that position, as well as such other services as may be assigned by Employ

Amer Business Finl Svcs Inc – Contract (March 2nd, 2005)

Mortgage Loan Category Maximum Sublimit - ---------------------- ---------------- Percentage ---------- FICO Score 540-580 $110,000,000 FICO Score 520-539 $55,000,000 Combined: FICO Scores less than 580 $165,000,000 Greater than 30 days delinquent 5% Greater than 60 days delinquent 3% (exclusive of 30 day delinquency

Amer Business Finl Svcs Inc – Contract (February 10th, 2005)

Exhibit 10.2 Clearwing Capital, LLC c/o Chrysalis Management Group, LLC The Belgravia Building 1811 Chestnut Street, 3rd Floor Philadelphia, Pennsylvania 19103 Telecopier No. (215) 567-6129 January 26, 2005 Mr. John Anderson Greenwich Capital Financial Products, Inc. 600 Steamboat Road Greenwich, Connecticut 06830 Telecopier No. (203) 618-2135 Re: Interest Only Strip issued by ABFS Mortgage Loan Trust 2002-4 Dear Mr. Anderson: Reference is made to (a) that certain Trust Agreement, dated as of October 14, 2003 (the "TRUST AGREEMENT"), by and among Wilmington Trust Company, as trustee for ABFS Warehouse Trust 2003-1, a Delaware statutory trust ("TRUST 2003-1"), and the Depositors party thereto, and (b) that certain Pledge and Security Agreement, dated as of October 14, 2003 (the "PLEDGE AGREEMENT"), between

Lenco Mobile Inc – Contract (February 1st, 2005)

Exhibit 10.3.2 EXECUTION COPY PUT AGREEMENT This PUT AGREEMENT (this "Put Agreement"), dated as of January 26, 2005, by and between Sutter Holding Company, Inc., a Delaware Corporation (the "Company") and MacKenzie Patterson Fuller, Inc., a California corporation (the "Investor"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Sutter (the "Series A Certificate"). W I T N E S S E T H: WHEREAS, pursuant to that certain Purchase Agreement (the "Purchase Agreement") dated as of the date hereof by and between the Company and the Investor, the Investor has agreed to purchase and the Company has agreed to sell certain shares (the "Shares") of Series A Preferred Stock, par value $0.0001 per share. NOW, THEREFO

Contract (September 17th, 2004)

Exhibit 10.9 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT, dated as of August 12, 2004, is between Conseco, Inc., a Delaware corporation ("Company"), and William S. Kirsch ("Executive"). WHEREAS, the services of Executive and his managerial and professional experience are of value to the Company. WHEREAS, the Company desires to continue to have the benefit and advantage of the services of Executive for an extended period to assist the Company upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth. 2. Term. The effective date of th

DirecTV Group – Contract (August 3rd, 2004)

EXHIBIT 10.3 EXECUTION COPY -------------- GLOBAL SETTLEMENT AGREEMENT --------------------------- THIS GLOBAL SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of July 30, 2004 (the "Signing Date"), by and among the following (each, a "Party" and, collectively, the "Parties"): (a) Pegasus Satellite Communications, Inc. ("PSC") (on its own behalf and on behalf of its direct and indirect subsidiaries listed on Exhibit A hereto (collectively with PSC, "Pegasus" or the "Pegasus Debtors"; the Pegasus Debtors listed in Part I of Exhibit A are referred to as the "Selling Pegasus Debtors" and the Pegasus Debtors listed in Part II of Exhibit A are referred to as the "Other Pegasus Debtors")), (b) Pegasus Communications Corporation ("PCC") (on its own behalf and

Contract (June 23rd, 2004)

Exhibit 10.1 - ------------------------------------------------------------------------------- Published CUSIP Number: ________ CREDIT AGREEMENT Dated as of June 22, 2004 among CONSECO, INC., BANK OF AMERICA, N.A., as Agent, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO - ------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC. Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS

Contract (May 7th, 2004)
Cambrex Corporation – Contract (November 25th, 2003)

Page ---- ARTICLE I DEFINITIONS..................................................................... 2 SECTION 1.01. Definitions........................................................ 2 ARTICLE II PURCHASE AND SALE.............................................................. 14 SECTION 2.01. Purchase and Sale.................................................. 14 SECTION 2.02. Excluded Assets.................................................... 14 SECTION 2.03. Assumed Liabilities................................................ 14 SECTION 2.04. Excluded Liabilities............................................... 14 SECTION 2.05. Assignment of Contracts and Rights................................. 14

Contract (October 22nd, 2003)

EXHIBIT 10.1 TERM LOAN AGREEMENT among INFOCROSSING, INC., The Several Lenders from Time to Time Parties Hereto and INFOCROSSING AGENT, INC. as Agent Dated as of October 21, 2003 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS......................................................1 - ---------------------- 1.1 Defined Terms.............................................1 --- ------------- 1.2 Other Definitional Provisions............................16 --- ----------------------------- SECTION 2. GENERAL TERMS........

Contract (September 22nd, 2003)

EXHIBIT 10.5 CHART INDUSTRIES, INC. INVESTOR RIGHTS AGREEMENT Dated as of September 15, 2003 TABLE OF CONTENTS Page ---- SECTION 1. COVENANTS, REPRESENTATIONS AND WARRANTIES.........................2 SECTION 2. RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES....................2 2A. Restrictions on Transfer..........................................2 2B. First Offer Rights................................................2 2C. Participation Rights..............................................4 2D. Exempt Transfers..................................................6 2E. Termination.......................................................7 SECTION 3. SALE OF THE COMPANY............

Contract (September 15th, 2003)

Exhibit 10.1 - -------------------------------------------------------------------------------- CREDIT AGREEMENT Dated as of September 10, 2003 among CONSECO, INC., BANK OF AMERICA, N.A., as Agent, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO - -------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC. Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS

Fleming Companies Inc – Contract (July 10th, 2003)
One Price Clothing Stores – Contract (June 30th, 2003)

Exhibit 10.5 - Registration Rights Agreement dated June 27, 2003, by and among the Company, Sun One Price, LLC, Randolph Street Partners V, H.I.G. Sun Partners, Inc. and Glenn B. Oken. Exhibit D REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement") is made as of June 27, 2003, by and among One Price Clothing Stores, Inc., a Delaware corporation (the "Company"), Sun One Price, LLC, a Delaware limited liability company ("Sun"), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the "Other Investors"). Sun and the Other Investors are collectively referred to herein as the "Stockholders," and are individually referred to herein as a "Stockholder." Otherwise undefined capitalized terms used herein are defined in Section 9 hereof. NOW, THEREFORE, in co

One Price Clothing Stores – Contract (June 19th, 2003)

EXHIBIT 10.1 - STOCK PURCHASE AGREEMENT BY AND AMONG SUN ONE PRICE AND ONE PRICE CLOTHING STORES STOCK PURCHASE AGREEMENT -by and among- SUN ONE PRICE, LLC a Delaware limited liability company, and ONE PRICE CLOTHING STORES, INC., a Delaware corporation, Dated: June 18, 2003 TABLE OF CONTENTS Page Article I DEFINED TERMS........................................................1 Article II PURCHASE AND SALE OF SHARES; CONSIDERATION; CLOSING.................7 2.1 Purchase and Sale of Shares.................................7 2.2 Payment of the Purchase Price..........................

Castle Dental Centers Inc – Contract (May 29th, 2003)

Page ---- ARTICLE I DEFINITIONS........................................................................................... 1 1.1 Definitions; Interpretation................................................................... 1 ARTICLE II ISSUANCE AND SALE OF PREFERRED STOCK AND NOTES....................................................... 8 2.1 Initial Closing............................................................................... 8 2.2 Subsequent Closing............................................................................ 9 ARTICLE III CLOSING; SUBSEQUENT CLOSING......................................................................... 10 3.1 Closing..........................................