McKenna Long & Aldridge Sample Contracts

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Fourth Amendment to Amended and Restated Credit Agreement and Amended and Restated Guaranty of Payment of Debt (October 23rd, 2009)

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT (this Fourth Amendment) is made and entered into this 22nd day of October, 2009 (the Effective Date), by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (the Borrower), FOREST CITY ENTERPRISES, INC., an Ohio corporation (the Parent or the Guarantor), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the Agent), NATIONAL CITY BANK, as Syndication Agent (the Syndication Agent and, together with the Agent, the Agents), BANK OF AMERICA, N.A., as Documentation Agent, and the banks party to the Credit Agreement (as hereinafter defined) as of the date hereof (collectively, the Banks and individually a Bank). Capitalized terms not otherwise defined herein shall have the respective meanings attributed to them in the Credit Agreement, as hereinafter defined and as amended by this Fourth Amendment.

Third Amendment to Amended and Restated Credit Agreement and Amended and Restated Guaranty of Payment of Debt (October 7th, 2009)

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT (this Third Amendment) is made and entered into this 5th day of October, 2009 (the Effective Date), by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (the Borrower), FOREST CITY ENTERPRISES, INC., an Ohio corporation (the Parent or the Guarantor), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the Agent), NATIONAL CITY BANK, as Syndication Agent (the Syndication Agent and, together with the Agent, the Agents), BANK OF AMERICA, N.A., as Documentation Agent, and the banks party to the Credit Agreement (as hereinafter defined) as of the date hereof (collectively, the Banks and individually a Bank). Capitalized terms not otherwise defined herein shall have the respective meanings attributed to them in the Credit Agreement, as hereinafter defined and as amended by this Third Amendment.

Second Amendment to Amended and Restated Credit Agreement and Amended and Restated Guaranty of Payment of Debt (February 5th, 2009)

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT (this Second Amendment) is made and entered into this 30th day of January, 2009, but shall be effective as of January 30, 2009 (the Effective Date), by and among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio corporation (the Borrower), FOREST CITY ENTERPRISES, INC., an Ohio corporation (the Parent), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the Agent), NATIONAL CITY BANK, as Syndication Agent (the Syndication Agent and, together with the Agent, the Agents), BANK OF AMERICA, N.A., as Documentation Agent, and the banks party to the Credit Agreement (as hereinafter defined) as of the date hereof (collectively, the Banks and individually a Bank). Capitalized terms not otherwise defined herein shall have the respective meanings attributed to them in the Credit Agreement, as hereinafter defined.

Contract (March 13th, 2006)

Section Page - ------- ---- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS..................................... 1 1.01 Defined Terms....................................................... 1 1.02 Other Interpretive Provisions....................................... 26 1.03 Accounting Terms.................................................... 27 1.04 Rounding............................................................ 27 1.05 References to Agreements and Laws................................... 28 1.06 Times of Day........................................................ 28 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS............................... 28 2.01 Loans.......................................

Contract (December 19th, 2005)
High Country Ventures – Contract (December 12th, 2005)

TABLE OF CONENTS PAGE ARTICLE 1 PURCHASE OF STOCK AND PURCHASE PRICE. . . . . . . . . . . . . . 1 1.1 Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.3 Purchase Price Adjustment Mechanism . . . . . . . . . . . . . . . 3 1.4 Rock Creek Earn Out . . . . . . . . . . . . . . . . . . . . . . . 5 1.5 Option to Repurchase. . . . . . . . . . . . . . . . . . . . . . . 7 1.6 Purchaser Stock Issued to the Sellers . . . . . . . . . . . . . . 7 1.7 Additional Consideration. . . . . . . . . . . . . . . . . . . . . 8 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . 8 2.1

Windrose Medical Pptys Tr – Contract (December 9th, 2005)

Exhibit 10.1 BRIDGE LOAN AGREEMENT Dated as of December 6, 2005 among WINDROSE MEDICAL PROPERTIES, L.P. as Borrower, WINDROSE MEDICAL PROPERTIES TRUST, as a Guarantor, KEYBANK NATIONAL ASSOCIATION, as a Bank, THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, as Agent with KEYBANC CAPITAL MARKETS, as Sole Lead Manager and Arranger BRIDGE LOAN AGREEMENT This BRIDGE LOAN AGREEMENT is made as of the 6th day of December, 2005, by and among WINDROSE MEDICAL PROPERTIES, L.P.,

WGNB Corp. – Contract (August 11th, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is hereby entered into by and between STEVEN J. HAACK, a resident of the State of Georgia (the "Executive") and WEST GEORGIA NATIONAL BANK, a national banking association (the "Bank") and the Bank's sole shareholder, WGNB CORP., a Georgia bank holding company ("WGNB"). WHEREAS, the Executive is currently employed by the Bank and WGNB and his current employment contract shall expire as of May 10, 2007; and WHEREAS, the Bank, WGNB and the Executive desire to enter into a new written agreement to replace his current employment agreement and document the complete terms and conditions pursuant to which the Executive shall continue to be employed by WGNB and the Bank; and WHEREAS, the Bank, WGNB and the Executive intend that this Agreement will supersede any and all previous oral or written employment agreements between WGNB, the Bank and the Executive;

WGNB Corp. – Contract (July 15th, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is hereby entered into by and between W. GALEN HOBBS, JR., a resident of the State of Georgia (the "Executive ") and WEST GEORGIA NATIONAL BANK, a national banking association (the "Bank"). WHEREAS, the Executive is currently employed by the Bank and his current employment contract shall expire as of July 11, 2005; and WHEREAS, the Bank and the Executive desire to enter into a new written agreement to document the complete terms and conditions pursuant to which the Executive shall continue to be employed by the Bank; and WHEREAS, the Bank and the Executive intend that this Agreement will supersede any and all previous oral or written employment agreements between the Bank and the Executive; NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and for other good and valuable consideration,

Chromcraft Revington, Inc. – Contract (June 28th, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 22nd day of June, 2005 by and between CHROMCRAFT REVINGTON, INC. (the "Company"), a Delaware corporation headquartered in Delphi, Indiana, and BENJAMIN M. ANDERSON-RAY (the "Executive"), currently a resident of the State of Georgia, W I T N E S S E T H: ------------------- WHEREAS, the Company desires to employ the Executive as its Chairman and Chief Executive Officer, and the Executive desires to be employed by the Company as its Chairman and Chief Executive Officer, in accordance with the provisions of this Agreement; and WHEREAS, in addition to the employment provisions contained herein, the Company and the Executive have agreed to certain restrictions, covenants, agreements and severance payments, as set forth in this Agreement. NOW, THEREF

WGNB Corp. – Contract (June 1st, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is hereby entered into by and between L. LEIGHTON ALSTON, a resident of the State of Georgia (the "Executive"), WEST GEORGIA NATIONAL BANK, a national banking association (the "Bank") and the Bank's sole shareholder, WGNB CORP., a Georgia bank holding company ("WGNB"). WHEREAS, the Executive is currently employed by the Bank and WGNB and his current employment contract shall expire as of May 30, 2005; and WHEREAS, the Bank, WGNB and the Executive desire to enter into a new written agreement to document the complete terms and conditions pursuant to which the Executive shall continue to be employed by the Bank and WGNB; and WHEREAS, the Bank, WGNB and the Executive intend that this Agreement will supersede any and all previous oral or written employment agreements between the Bank, WGNB and the Executive; NOW, THEREFORE, in consideration of the c

AirGate PCS – Contract (September 14th, 2004)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of September 10, 2004, by and among Sprint Spectrum L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, Sprint Communications Company L.P., a Delaware limited partnership and WirelessCo, L.P., a Delaware limited partnership, (the "Sprint Parties,"), AirGate PCS, Inc., a Delaware corporation ("AirGate"), AGW Leasing Company, Inc., a Delaware corporation ("AGW"), AirGate Network Services, LLC, a Delaware limited liability company ("ANS"), and AirGate Service Company, Inc., a Delaware corporation ("ASC"; AirGate, AGW, ANS and ASC are collectively referred to as the "AirGate Parties" and the AirGate Parties together with the Sprint Parties are collectively referred to as the "Parties"). AirGate has entered into a Management Agreement, a Services Agreement and two Trademark and Service Mark License Agreement

Contract (August 30th, 2004)

Exhibit 10.1 EXECUTION COPY SETTLEMENT AND SEPARATION AGREEMENT SETTLEMENT AND SEPARATION AGREEMENT, dated this 27th day of August, 2004 (this "Agreement"), by and among John A. Williams, an individual resident of the State of Georgia ("Williams"), and The John A. Williams Irrevocable Trust Dated January 27, 1995 (the "Trust"), on the one hand, and Post Properties, Inc., a Georgia corporation (the "Company"), Post GP Holdings, Inc., a Georgia corporation ("Holdings"), Post Apartment Homes, L.P., a Georgia limited partnership ("Post Apartment Homes") and Post Services, Inc., a Georgia corporation ("Services"), on the other. WHEREAS, certain disputes have arisen between Williams and the Company, including disputes relating to various policies and the Company's management, and disputes relating to certain payments which Williams believes are due to him from the Company and certain paym

Rako – Contract (February 6th, 2003)

Execution Copy - -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT BETWEEN CENTRA INDUSTRIES, INC. AND TWS INTERNATIONAL, INC. JANUARY 30, 2003 - -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of January 30, 2003 (this "Agreement"), is made and entered into by and between Centra Industries, Inc., a Delaware corporation (the "Buyer") and TWS International, Inc., a Delaware corporation (the "Seller"). The Buyer and the Seller are referred to collectively herein as the "Parties." WITNESSETH: WHEREAS, this Agreement con

Contract (June 21st, 2002)

EBITDA for Relevant Covenant Revolving Credit Revolving Credit LIBOR Unused Line Fee Letter of Credit Measurement Period Base Rate Loans Rate Loans Availability Fee - ------------------------------------------------------------------------------------------------------------------ Greater than $20,000,000.00 1.00% 3.00% 0.375% 2.25% - ------------------------------------------------------------------------------------------------------------------ $20,000,000.00 or less 1.25% 3.25% 0.50% 2.50% - ------------------------------------------------------------------------------------------------------------------